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

                                    FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                     For the fiscal year ended May 31, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           For the transition period from ____________ to ____________

                        Commission file number 000-53466

                            Real Value Estates, Inc.
                (Name of registrant as specified in its charter)

           Nevada                                                26-1616719
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  3/11 Trumpeldor St., Holon, Israel                               58271
(Address of principal executive offices)                        (Zip Code)

                             Tel: +972 (54) 779-1657
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: None

           Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, par value $0.0001
                                (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes [ ] No [X]

As of July 28, 2009, approximately 6,380,200 shares of common stock were
outstanding. The aggregate market value of the common stock held by
non-affiliates of the registrant, as of July 28, 2009, the last business day of
the 2nd fiscal quarter, was approximately $55,208 based on the price at which
the common stock was last sold (i.e, $0.04). Shares of common stock held by each
director, each officer and each person who owns 10% or more of the outstanding
common stock have been excluded from this calculation in that such persons may
be deemed to be affiliates. The determination of affiliate status is not
necessarily conclusive.

As of July 28, 2009, there were 6,380,200 shares of our common stock issued and
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None.
<PAGE>
              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Annual Report on Form 10-K that are not
historical facts are "forward-looking statements." Forward-looking statements
may include our statements regarding our goals, beliefs, strategies, objectives,
plan, including product and service developments, future financial conditions,
results or projections or current expectations. Such forward-looking statements
may be identified by, among other things, the use of forward-looking terminology
such as "believes," "estimates," "intends," "plan" "expects," "may," "will,"
"should," "predicts," "anticipates," "continues," or "potential," or the
negative thereof or other variations thereon or comparable terminology, and
similar expressions are intended to identify forward-looking statements. We
remind readers that forward-looking statements are merely predictions and
therefore inherently subject to uncertainties and other factors and involve
known and unknown risks that could cause the actual results, performance, levels
of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our
achievements, or industry results, expressed or implied by such forward-looking
statements. Such forward-looking statements appear in Item 1 - "Business" and
Item 7 - "Management's Discussion and Analysis of Financial Condition and
Results of Operations," as well as elsewhere in this Annual Report and include
statements regarding the following: the expected development and potential
benefits from our products to consumers, progress in our efforts to develop our
facilities and our products and to achieve and maintain regulatory approvals,
the potential market demand for our products, our expectations regarding our
short- and long-term capital requirements, our outlook for the coming months and
information with respect to any other plans and strategies for our business.

[The factors discussed herein and expressed from time to time in our filings
with the Securities and Exchange Commission could cause actual results and
developments to be materially different from those expressed in or implied by
such statements. The forward-looking statements are made only as of the date of
this filing, and we undertake no obligation to publicly update such
forward-looking statements to reflect subsequent events or circumstances.
Further information on potential factors that could affect our business is
described under the heading "Risks Related to Our Business, Strategy and
Industry" in "Risk Factors" in our registration statement on Form S-1 (File no.
333-153846) which was declared effective on October 16, 2008.

                                  INTRODUCTION

Unless otherwise specified or required by context, as used in this Annual
Report, the terms "we," "our," "us" and the "Company" refer collectively to Real
Value Estates, Inc. The term "fiscal year" refers to our fiscal year ending May
31. Unless otherwise indicated, the term "common stock" refers to shares of our
common stock.

Our financial statements are stated in United States Dollars (US$) and are
prepared in accordance with United States generally accepted accounting
principles (U.S. GAAP).

                                       2
<PAGE>
                                TABLE OF CONTENTS
PART I

Item 1.     Business                                                           4
Item 1A.    Risk Factors                                                       7
Item 1B.    Unresolved Staff Comments                                          7
Item 2.     Properties                                                         7
Item 3.     Legal Proceedings                                                  7
Item 4.     Submission of Matters to a Vote of Security Holders                7

PART II

Item 5.     Market for Registrant's Common Equity, Related Stockholder
            Matters and Issuer Purchases of Equity Securities                  7
Item 6.     Selected Financial Data                                            8
Item 7.     Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                          8
Item 7A.    Quantitative and Qualitative Disclosures About Market Risk        13
Item 8.     Financial Statements and Supplementary Data                       14
Item 9.     Changes In and Disagreements with Accountants on Accounting
            and Financial Disclosure                                          25
Item 9A[T]. Controls and Procedures                                           25
Item 9B.    Other Information                                                 26

PART III

Item 10.    Directors, Executive Officers, and Corporate Governance           26
Item 11.    Executive Compensation                                            27
Item 12.    Security Ownership of Certain Beneficial Owners and Management
            and Related Stockholder Matters                                   28
Item 13.    Certain Relationships and Related Transactions, and Director
            Independence                                                      29
Item 14.    Principal Accounting Fees and Services                            30

PART IV

Item 15.    Exhibits, Financial Statement Schedules                           31

SIGNATURES                                                                    32

                                       3
<PAGE>
                                     PART 1

ITEM 1. BUSINESS.

CORPORATE HISTORY

We were incorporated on December 20, 2007 in the State of Nevada. We are a
development stage company, and to date have not earned any revenue and currently
do not have any significant assets. We have never declared bankruptcy or been in
receivership, and have never been involved in any legal action or proceedings.
Since our incorporation, we have not made any significant purchase or sale of
assets, nor have we been involved in any merger, acquisition or consolidation.
Neither Real Value Estates, nor our officers, directors, promoters or
affiliates, have had preliminary contact or discussions with, nor do we have any
present plans, proposals, arrangements or understandings with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger.

OUR CURRENT BUSINESS

We are developing and plan to offer a website related to the residential real
estate foreclosure market, containing an online social network for those
involved in foreclosures, an online database with residential real estate
foreclosure property listings and a knowledge base with educational and
informational materials about the foreclosure market. We plan to include
foreclosure listings searchable by state, county and city throughout the United
States. The site will be user-friendly and will enable our subscribers to
communicate with each other and to search and locate foreclosure,
pre-foreclosure and real estate owned properties with ease.

Our foreclosure properties database is currently made available by
foreclosure.com. Through initial searches on our site, our subscribers will be
able to view preliminary data about the foreclosure properties, such as the
number of bedrooms and bathrooms, the sale price and a portion of the street
address. Subscribers who desire to obtain full access to the property
information, including the seller's contact information, will be redirected to
foreclosure.com and will be asked to subscribe to that site.

The social network feature will be a form of online community for people who are
involved in, or wish to be involved in, the foreclosure industry, and our site
will enable subscribers to be active on our website and communicate with fellow
subscribers. Subscribers to our site will also have limited access to our
knowledge base, through which we will provide information about foreclosures and
the foreclosure market, including current articles, news and videos.

Our website, available at www.myrve.com, is accessible but is still a
work-in-process and in development stage. We expect it to be fully developed
with all intended functions and features and ready for public launch in the July
- August 2009 timeframe.

We plan to generate revenues through premium membership fees paid by our premium
subscribers, through the commissions we receive from foreclosure.com for
referring subscribers to their site, as well as from advertisers on our site.

OUR FUTURE PRODUCTS

WEBSITE - WWW.MYRVE.COM

SOCIAL NETWORK

We plan to design our website as a "social network" for those who are involved
in, or wish to be involved in, the foreclosure industry. A social network
website is a form of online community of people who share interests and
activities or who are interested in exploring the interests and activities of
others. Many social network services are web-based and provide a variety of ways
for users to interact, such as via e-mail and instant messaging services. We
plan to develop a social network for those interested in foreclosure,
pre-foreclosure and REO properties. Our social network website will enable our
subscribers to be active in our website community and communicate with fellow
subscribers. Subscribers will be able to share their experiences with each
other. We believe this feature will be valued by our subscribers as it will
provide them generally, and particularly first-time foreclosure buyers, the
opportunity to discuss the foreclosure process and individual foreclosed or REO
properties with other experienced subscribers. Additionally, subscribers will be
able to create groups inside our network community and communicate with each
other through an internal messaging system through our site. This feature will

                                       4
<PAGE>
also make it possible for multiple subscribers to organize into private groups
to jointly invest in foreclosed properties or projects if they so wish.
Additionally, our management plans to operate a discussion forum to enable
subscribers to discuss various topics of interest and ask questions.

In order to participate in the social network, each subscriber will be asked to
create and customize a profile, and include basic personal, business and contact
information, a photo, as well as any additional information they would like to
share with the rest of the network.

FORECLOSURE PROPERTY DATABASE LISTINGS

In addition to the social network, our site will include a comprehensive online
database with residential real estate foreclosure, pre-foreclosure and REO
property listings throughout the United States. Currently, our site presents a
link to the foreclosure properties database made available by foreclosure.com.
The home page of our website contains an interactive map of the United State on
which subscribers can click on the state in which they wish to search for
properties, and then narrow down their searches by county and city. Currently
the interactive map is the only way to search for foreclosure listings. Upon the
initial search through the map, the site will present a list of foreclosure
properties in that area, which will contain preliminary data about the
foreclosure properties, such as the number of bedrooms and bathrooms, the sale
price and a portion of the street address. Subscribers who desire to obtain full
access to the foreclosure property information, including the seller's contact
information, will be redirected to foreclosure.com's site and will be required
to subscribe to that site.

THE KNOWLEDGE BASE

We also plan to include an informational feature, which we refer to as our
"knowledge base." Subscribers to our site will have access to our knowledge
base, through which we will provide educational and informational materials
about foreclosure, pre-foreclosure and REO properties and generally about the
foreclosure market that we believe our subscribers may be interested in,
including current articles, news and videos.

SUBSCRIPTIONS AND ACCESS

Visitors to our website will be able to access and view limited portions of our
knowledge base and will be able to perform preliminary searches for foreclosure
listings. However, in order to participate in our social network, visitors will
be required to subscribe to our website. General subscriptions will be free, as
we believe that free subscriptions will help us gain a customer base.

THE MARKET

The increases in property foreclosures in the United States as related to the
subprime crisis and overall crisis affecting the U. S. and world financial
systems are well documented.

Further, virtually anybody who qualifies for a mortgage loan, including low
income individuals, can be qualified to buy a foreclosure property. We believe
that as a result of this phenomena, interest in purchasing a foreclosed home
will rise rapidly, according to a survey conducted in April 2008 by Harris
Interactive for Trulia.com, a real estate website.

We believe this to be an indication of the continuing increase in popularity of
foreclosure properties and websites aimed at helping people buy and sell
foreclosure properties, and therefore we believe that our foreclosure website
has great potential for success.

COMPETITION

Our website is currently accessible but is still in development stage. We expect
it to be fully developed with all intended functions and features and ready for
public launch in the July - August 2009 timeframe. When it is complete, Real
Value Estates and www.myrve.com will be competing in the online foreclosure
listings industry. Our competitors vary in size and cost structure, ranging from
very small companies with limited resources to very large, diversified
corporations with greater financial and marketing resources than ours. We
believe that we are currently one of the smallest in the industry, as we do not
currently have a fully working website yet available.

                                       5
<PAGE>
We face competition from companies who offer residential foreclosure property
listings over the internet, such as Foreclosure.com, Realtytrac.com and
ForeclosureFreeSearch.com Our management views HUDforeclosed.com as a direct
competitor as it offers many of the same features that our website will.

These competitors, especially HUDforeclosed.com, which already have an
established market share, are and will be in a better competitive position than
us. Management believes we can offset any such competitive disadvantages by
being a price leader in the marketplace, first through free listings, and
thereafter through more competitively priced listings. We also seek to
differentiate ourselves by providing our subscribers with more attractive social
network features, such as tools for subscribers to easily communicate with each
other.

INTELLECTUAL PROPERTY

We have not entered into any franchise agreements or other contracts that have
given, or could give rise to, obligations or concessions. We are planning to
develop our website and intend to protect it with copyright and trade secrecy
laws. Beyond our trade name, we do not hold any other intellectual property.

ACTIVITIES DURING THE YEAR ENDED MAY 31, 2009

During the fiscal year ended May 31, 2009 we have been developing our proposed
website and our website is now accessible at www.myrve.com, our website has been
developed by our executive officers at no cost to us.

Prior to the date hereof, we secured office space for our corporate offices and
created a brand logo. We expect it to be fully developed with all intended
functions and features and ready for public launch in the July - August 2009
timeframe.

FUTURE PLANS

Our overall goal is to become a one-stop-shop for the general public interested
in the foreclosure market. We plan to offer valuable knowledge on the
foreclosure industry and on investing in the foreclosure market, detailed
residential foreclosure, pre-foreclosure and real estate owned property listings
and an online social network for our subscribers.

Our current business objectives are:

     *    to complete development of our website;
     *    to create interest in our website; and
     *    to establish our website as a one-stop-shop for buying foreclosure
          properties.

GOVERNMENTAL REGULATION

We do not believe that government regulation will have a material impact on the
way we conduct our business.

RESEARCH AND DEVELOPMENT

We have not incurred any research and development costs to date. We have plans
to undertake certain research and development activities during the second year
of operation related to the development of our website.

SUPPLIERS

We will be developing our own website, and the distribution of our website
services will be over the Internet. We believe there are no constraints on the
sources or availability of products and supplies related to our business.

CUSTOMERS

As we are in the development stage of our business, we do not currently have any
customers for our proposed product.

                                       6
<PAGE>
EMPLOYEES

We have commenced only limited operations, and therefore currently have no
employees other than our executive officers, who each spend up to approximately
30 hours a week on our business. We will consider retaining full-time management
and administrative support personnel as our business and operations increase.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

We do not own interests any real property. Ms. Marina Karpilovski, our President
and director, has provided us with 450 sq ft of furnished office space located
at 3/11 Trumpeldor St., Holon 58271 Israel free of charge for at least the next
12 months. This location currently serves as our primary office for planning and
implementing our business plan. This space is currently sufficient for our
purposes, and we expect it to be sufficient for the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS.

We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our directors, officers or any of their respective
affiliates, or any beneficial stockholder, is an adverse party or has a material
interest adverse to our interest. Our address for service of process in Nevada
is EastBiz.com, Inc., 5348 Vegas Dr., Las Vegas, NV 89108 USA

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

There is no established public market for our shares of common stock. Our common
stock is presently not traded on any market or securities exchange and we have
not applied for listing or quotation on any public market.

HOLDERS

On July 28, 2009, there were 39 holders of record of our common stock.

DIVIDEND POLICY

As of the date of this Annual Report, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our Board of Directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, into our
business.

                                       7
<PAGE>
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans.

RECENT SALES OF UNREGISTERED SECURITIES

Since inception, we have issued unregistered securities to the persons, as
described below. None of these transactions involved any underwriters,
underwriting discounts or commissions or any public offering, and we believe
that each transaction was exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") by virtue of Section
4(2) thereof, or Regulation D or Regulation S promulgated thereunder. All
recipients had adequate access, through their relationships with us, to
information about us.

On December 20, 2007, pursuant to the terms of a subscription agreement, we sold
1,000,000 shares of our common stock to Ms. Marina Karpilovski, our President
and a director, for cash payment to us of $1,000. We believe this issuance was
deemed to be exempt under Regulation S of the Securities Act, as no advertising
or general solicitation was employed in offering the securities, the offering
and sale was made only to Ms. Karpilovski who is a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act.

On December 20, 2007 pursuant to the terms of a subscription agreement, we sold
4,000,000 shares of our common stock to Mr. Michael Zazkis, our Secretary,
Treasurer and a director, for cash payment to us of $4,000. We believe this
issuance was deemed to be exempt under Regulation S of the Securities Act, as no
advertising or general solicitation was employed in offering the securities, the
offering and sale was made only to Mr. Zazkis who is a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act.

On March 31, 2008, we issued and sold an aggregate of 1,380,200 shares of our
common stock to 37 non-US seed capital investors at a purchase price of $0.04
per share, without registration under the Securities Act, for total gross
proceeds of $55,208. These shares were sold pursuant to subscription agreements
accepted on March 31, 2008. We completed this offering pursuant to Regulation S
of the Securities Act. We believed that this exemption from registration was
available as each purchaser represented to us that they were a non-U.S. person
as defined in Regulation S, and we did not engage in distribution of these
shares in the United States.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED
FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL
REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT
REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER
MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT
COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND
ELSEWHERE IN THIS ANNUAL REPORT.

OUR AUDITED FINANCIAL STATEMENTS ARE STATED IN UNITED STATES DOLLARS AND ARE
PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("U.S. GAAP").

OVERVIEW

Real Value Estates is a development stage company that was incorporated under
the laws of the state of Nevada on December 20, 2007. We currently have no
revenue and no significant assets. Real Value has never declared bankruptcy, has
never been in receivership, and has never been involved in any legal action or
proceedings.

Our offices are currently located at 3/11 Trumpeldor St., Holon 58271 Israel,
which has been donated free of charge from our President and director, Ms.
Marina Karpilovski. Our telephone number is +972-54-779-1657.

                                       8
<PAGE>
On March 11, 2009, our Board of Directors approved the dismissal of Moore &
Associates, Chartered, Independent Registered Public Accounting Firm, the
independent registered public accounting firm who had been engaged as the
principal accountant to audit our financial statements, and the appointment of
Alan Weinberg CPA as its new auditor.

We are developing and plan to offer a website related to the residential real
estate foreclosure market, containing an online social network for those
involved in foreclosures, an online database with residential real estate
foreclosure property listings, and a knowledge base with educational and
informational materials about the foreclosure market. We plan to include
foreclosure listings searchable by state, county and city throughout the United
States. The site will be user-friendly and will enable our subscribers to
communicate with each other and to search and locate foreclosure,
pre-foreclosure and real estate owned properties with ease.

We are in the early stage of our business plan. We currently have no revenues
and no user subscriptions for our website. Our activities to date have been
limited to organizational matters, raising capital, the development of our
business plan and creation of our website and efforts related to becoming a
publicly traded company.

Our overall goal is to become a one-stop-shop for the general public interested
in the foreclosure market. We plan to offer valuable knowledge on the
foreclosure industry and on investing in the foreclosure market, detailed
residential foreclosure, pre-foreclosure and real estate owned property listings
and an online social network for our subscribers. In our management's opinion,
as the number of foreclosures has increased during recent year, consumers will
be scouring the Internet for help navigating the sub-prime mortgage crisis. In
June 2008, there were 1.82 million searches for the term "foreclosure,"
according to research firm comScore (SCOR), which launched a search marketing
tool last year to track searches. This is an increase of 117% from the searches
in June 2007. Management believes this to be an indication of the increasing and
continuing popularity of websites geared toward helping people buy and sell
foreclosure properties.

From December 20, 2007 (inception) to May 31, 2009, have incurred accumulated
net losses of $50,255. As of May 31, 2009, we had $9,953 in current assets and
current liabilities of $0. Our auditors have issued a going concern opinion.
This means that our auditors believe there is substantial doubt as to whether we
can continue as an ongoing business for the next twelve months. We do not
anticipate that we will generate revenues at least until we have completed and
launched our website.

LIQUIDITY AND CAPITAL RESOURCES

Our balance sheet as of May 31, 2009 reflects assets of $9,953. Cash and cash
equivalents from inception to date have been sufficient to provide the working
capital necessary to operate to date, and we expect it to help us remain
operational during the next twelve months.

Our activities to date have been supported by equity financing, through the
private placements of our common stock on the date of our inception, December
20, 2007, and on May 31, 2009, through which we raised total proceeds of
approximately $60,208.

In the opinion of our management, funds currently available will not satisfy our
working capital requirements for the next twelve months. The estimated funding
we require during the next twelve months period is approximately $ 35,800. These
estimated expenditures are described in detail above under "Expenditures." The
length of time during which we will be able to satisfy our cash requirements
depends on how quickly our company can generate revenue and how much revenue can
be generated. We estimate that our current cash balances will be extinguished by
August 2009 provided we do not have any unanticipated expenses. Although there
can be no assurance at present, we hope to be in a position to generate revenues
by November 2009, or three months following the public launch of our completed
site.

We have not yet earned any income from our operations. We will require
additional funds to implement our plans. These funds may be raised through
equity financing, debt financing, or other sources, which may result in the
dilution in the equity ownership of our shares. We will also need more funds if
the costs of the development of our website costs greater than we have budgeted.
We will also require additional financing to sustain our business operations if
we are not successful in earning revenues. We currently do not have any
arrangements for further financing and we may not be able to obtain financing
when required. Our future is dependent upon our ability to obtain further
financing, the successful development of our website, a successful marketing and
promotion program, attracting and, further in the future, achieving a profitable
level of operations. The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase our liabilities and future cash commitments. There are
no assurances that we will be able to obtain further funds required for our
continued operations. We will pursue various financing alternatives to meet our
immediate and long-term financial requirements. There can be no assurance that
additional financing will be available to us when needed or, if available, that
it can be obtained on commercially reasonable terms. If we are not able to
obtain the additional financing on a timely basis, we will be unable to conduct
our operations as planned, and we will not be able to meet our other obligations
as they become due. In such event, we will be forced to scale down or perhaps
even cease our operations.

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<PAGE>
WORKING CAPITAL

                                                 As at               As at
                                                May 31,             May 31,
                                                 2009                2008
                                                -------             -------
Current Assets                                  $ 9,953             $60,123
Current Liabilities                                  --                  --
Working Capital                                 $ 9,953             $60,123

Working capital has decreased from $60,123 at May 31, 2008 to $9,953 at
Inception to May 31, 2009 due to an overall increase in our activity.

CASH FLOWS
                                               Year Ended         Inception to
                                                 May 31,             May 31,
                                                  2009                2008
                                                --------            --------
Net cash used in Operating Activities           $(50,170)           $    (85)
Net cash used in Investing Activities                 --                  --
Net cash provided by Financing Activities             --              60,208
Increase (Decrease) in Cash during the Year      (50,170)             60,123
Cash, Beginning of Year                           60,123                  --
Cash, End of Year                               $  9,953            $ 60,123


During the year ended May 31, 2009 and Inception to May 31,2008:

     (i)  Our net cash used in operating activities of $50,170 in May 31, 2009
          and Inception to May 31, 2008 of $85 is associated with overall
          increase in our activity.
     (ii) Our net cash from financing activities was $0 in 2009. Inception to
          May 31st, 2008 was $60,208, these funds were raised pursuant to
          private placement of our securities.

PLAN OF OPERATIONS AND CASH REQUIREMENTS OVER THE NEXT 12 MONTHS

Our goals over the next 12 months are to:

     *    complete development of our website and launch it publicly by
          July-August 2009;
     *    drive traffic to our website through marketing efforts utilizing
          online advertising campaigns using Google AdWords, and information
          style email advertising campaigns;
     *    generate revenue by November of 2009, (approximately three months
          following the planned launch of our website), through receipt of
          premium membership fees paid by our premium subscribers, the
          commissions from foreclosure.com for referring subscribers to their
          site, as well as through fees paid to us from advertisers on our site;
          and
     *    achieve break-even results of operations.

ANTICIPATED CASH REQUIREMENTS

The following chart provides an overview of our budgeted expenditures by
significant area of activity over the next 12 months.

                                       10
<PAGE>
               Estimated Expenses for the Next Twelve Month Period

Cash Operating Expenses
  Legal/Accounting                                         $20,000
  Transfer Agent                                           $ 2,000
  Edgar filing & printing                                  $ 2,000
  Advertising/ Marketing                                   $10,000
  Telephone                                                $   800
  Office Supply & Misc                                     $ 1,000
                                                           -------
Total                                                      $35,800
                                                           =======

For the 12 months ended May31, 2009, we recorded a net operating loss of $50,170
and have an accumulated deficit of $50,255 since inception. As at May 31, 2009,
we had cash on hand of $9,953. For the next 12 months, management estimates
minimum cash requirements of $35,800 to fund on-going operations. Accordingly,
we do not have sufficient funds to meet our plan of operation over the next 12
months and will need to obtain further financing through issuance of shares,
debt or convertible debt. We do not currently have any arrangements for
financing. Moreover, all cash operating expenses will be carefully monitored to
ensure we can meet our obligations as they come due.

Due to the current financial crisis, there can be no assurance that additional
financing will be available when needed or, if available, on commercially
reasonable terms. If we are not able to obtain additional financing on a timely
basis, we may not be able to meet our obligations as they come due and may be
forced to scale down or perhaps even cease business operations.

RESULTS OF OPERATIONS FOR YEAR ENDED MAY 31, 2009 AND INCEPTION TO MAY 31, 2008

The following summary should be read in conjunction with our audited financial
statements for the years ended May 31, 2009 and Inception to May 31, 2008
included herein.

                                                 Year Ended        Inception to
                                                   May 31,            May 31,
                                                    2009               2008
                                                  --------           --------
Revenue                                           $    Nil           $    Nil
Expenses
  Filing Fees                                        1,562                 --
  General and administrative                        18,503                 85
  Professional fees                                 30,104                 --
Total expenses                                      50,170                 85
                                                  --------           --------
Net Loss                                          $(50,170)          $    (85)
                                                  ========           ========

REVENUE

We are a development stage company and have not generated any revenues from our
technologies since inception. We anticipate that significant additional time and
financing will be required before our technologies are developed to a marketable
state.

EXPENSES

Our operating expenses for the year ended May 31, 2009 were $50,170 compared to
$85 in 2008. This net increase of $50,085 was primarily due to an overall
increase in our activity and increased expenses as a result of becoming an SEC
reporting company during the second quarter of fiscal 2008. Significant figures
include:

     *    $30,104 increase in professional fees
     *    $18,503 increase in general and administration; and
     *    $1,562 increase in filing fees.

                                       11
<PAGE>
GOING CONCERN

Our independent auditors included an explanatory paragraph in their report on
the accompanying financial statements expressing concerns about our ability to
continue as a going concern. Our financial statements contain additional note
disclosures describing the circumstances that lead to this disclosure by our
independent auditors.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements and accompanying notes are prepared in accordance with
U.S. GAAP. Preparing financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenue, and expenses. These estimates and assumptions are affected by
management's application of accounting policies. We believe that understanding
the basis and nature of the estimates and assumptions involved with the
following aspects of our financial statements is critical to an understanding of
our financials.

EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. We have adopted
the provisions of SFAS No. 128 effective as of our inception.

The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the weighted average number of common shares
during the year. The diluted earnings (loss) per share is calculated by dividing
our net income (loss) available to common shareholders by the diluted weighted
average number of shares outstanding during the year. The diluted weighted
average number of shares outstanding is the basic weighted number of shares
adjusted as of the first of the year for any potentially dilutive debt or
equity.

DIVIDENDS

hawse have not yet adopted any policy regarding payment of dividends. No
dividends have been paid during the periods shown.

CASH EQUIVALENTS

We consider all highly liquid investments with maturity of three months or less
when purchased to be cash equivalents.

INCOME TAXES

We provide for income taxes under Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" and FIN 48. SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood that we will
utilize the loss carry-forward.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

                                       12
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial position, revenues and expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

                                       13
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                            REAL VALUE ESTATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        A. INDEX TO FINANCIAL STATEMENTS

                   MAY 31, 2009 AND INCEPTION TO MAY 31, 2008

Report of Registered Independent Auditors - 2009                              15

Report of Registered Independent Auditors - 2008                              16

Financial Statements -

Balance Sheets as of May 31, 2009 and 2008                                    17

Statements of Operations for the Year Ended May 31, 2009 and the
Period from Inception (December 20, 2007) through May 31, 2008,
and Cumulative from Inception                                                 18

Statement of Stockholders' Equity for the Period from Inception
Through May 31, 2009                                                          19

Statements of Cash Flows for the Year Ended May31, 2009 and
the Period from Inception (December 20, 2007) through May 31, 2008,
and Cumulative from Inception                                                 20

Notes to Financial Statements                                                 21

                                       14
<PAGE>
            REPORT OF REGISTERED INDEPENDENT AUDITORS - MAY 31, 2009


To the Board of Directors and Stockholders
of Real Value Estates, Inc.:

We have audited the accompanying balance sheet of Real Value Estates, Inc. (a
Nevada corporation in the development stage) as of May 31, 2009, and the related
statement of operations, stockholders' equity, and cash flows for the year ended
May 31, 2009, and from inception (December 20, 2007) through May 31, 2009. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Real Value Estates, Inc. as of
May 31, 2009, and the results of its operations and its cash flows for the year
ended May 31, 2009, and from inception (December 20, 2007) through May 31, 2009,
in conformity with accounting principles generally accepted in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company is in the development stage, and has not
established any source of revenue to cover its operating costs. As such, it has
incurred an operating loss since inception. Further, as of May 31, 2009, the
cash resources of the Company were insufficient to meet its planned business
objectives. These and other factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plan regarding these
matters is also described in Note 4 to the financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

Respectfully submitted,


/s/ Alan Weinberg CPA
----------------------------------
Weinberg & Associates LLC
Baltimore, Maryland
July 2, 2009

                                       15
<PAGE>
MOORE & ASSOCIATES, CHARTERED
  ACCOUNTANTS AND ADVISORS
      PCAOB REGISTERED


      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM- MAY 31, 2008

To the Board of Directors
Real Value Estates, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Real Value Estates, Inc. (A
Development Stage Company) as of May 31, 2008, and the related statement of
operations, stockholders' equity and cash flow from inception on December 20,
2007 through May 31, 2008. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Real Value Estates, Inc. (A
Development Stage Company) as of May 31, 2008, and the related statement of
operations, stockholders' equity and cash flow from inception on December 20,
2007 through May 31, 2008, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has an accumulated deficit of $85, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 4. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


/s/ Moore & Associates, Chartered
-----------------------------------------
Moore & Associates Chartered
Las Vegas, Nevada
June 17, 2008

               2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
                       (702) 253-7499 Fax (702) 253-7501

                                       16
<PAGE>
                            REAL VALUE ESTATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                 BALANCE SHEETS
                           AS OF MAY 31, 2009 AND 2008

<TABLE>
<CAPTION>
                                                                               May 31,            May 31,
                                                                                2009               2008
                                                                              --------           --------
<S>                                                                           <C>                <C>
ASSETS

Current Assets
  Cash                                                                        $  9,953           $ 60,123
                                                                              --------           --------

      Total Current Assets                                                       9,953             60,123
                                                                              ========           ========

Total Assets                                                                  $  9,953           $ 60,123
                                                                              ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
  Accounts payable and accrued expenses                                       $     --           $     --
                                                                              --------           --------
      Total Current Liabilities                                                     --                 --

Stockholders' Equity
  Preferred Stock, authorized 50,000,000 shares, par value $0.0001
  Common Stock, authorized 100,000,000 shares, par value $0.0001
  Issued and outstanding on May 31, 2009 is 6,380,200 (May 31, 2008:
   6,380,200) common stock                                                         638                638
  Paid in Capital                                                               59,570             59,570
  Deficit Accumulated During the
  Development Stage                                                            (50,255)               (85)
                                                                              --------           --------

     Total Stockholders' Equity                                               $  9,953           $ 60,123
                                                                              ========           ========
</TABLE>


               The accompanying notes to financial statements are
                 an integral part of these financial statements.

                                       17
<PAGE>
                            REAL VALUE ESTATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
         FOR THE YEAR ENDED MAY 31, 2009 AND THE PERIOD FROM INCEPTION
    (DECEMBER 20, 2007) THROUGH MAY 31, 2008, AND CUMULATIVE FROM INCEPTION
                    (DECEMBER 20, 2007) THROUGH MAY 31, 2009

<TABLE>
<CAPTION>
                                                                 December 20, 2007     December 20, 2007
                                                Year Ended        (Inception) To        (Inception) To
                                                  May 31,             May 31,              May 31,
                                                   2009                2008                  2009
                                                ----------          ----------            ----------
<S>                                             <C>                 <C>                   <C>
Revenue                                         $       --          $       --            $       --

Expenses
  Filing Fees                                        1,562                  --                 1,562
  General and Administrative (Note 5)               18,503                  85                18,588
  Professional Fees                                 30,104                  --                30,104
                                                ----------          ----------            ----------

Loss before income taxes                            50,170                  85                50,255
                                                ----------          ----------            ----------
Provision for Income Taxes                              --                  --                    --
                                                ----------          ----------            ----------

Net (Loss)                                      $  (50,170          $      (85            $  (50,255)
                                                ==========          ==========            ==========
Basic and Diluted (Loss) per Common Shares               a                   a
                                                ----------          ----------
Weighted Average Number of Common Shares         6,380,200           5,516,517
                                                ----------          ----------
</TABLE>

----------
a = Less than ($0.01) per share


               The accompanying notes to financial statements are
                an integral part of these financial statements.

                                       18
<PAGE>
                            REAL VALUE ESTATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                        STATEMENT OF STOCKHOLDERS' EQUITY
                FOR THE PERIOD FROM INCEPTION (DECEMBER 20, 2007)
                              THROUGH MAY 31, 2008
                            AND THROUGH MAY 31, 2009

<TABLE>
<CAPTION>
                                                                                 Deficit
                                                                               Accumulated
                                            Common Stock         Additional     During the
                                         ------------------        Paid in     Development         Total
                                         Shares      Amount        Capital         Stage          Equity
                                         ------      ------        -------         -----          ------
<S>                                    <C>         <C>            <C>             <C>           <C>
INCEPTION DECEMBER 20, 2007                   --      $  --       $     --       $      --       $     --

Common stock issued  to Directors      5,000,000        500          4,500                          5,000
 for cash December 20, 2007                                             --                             --
 at 0.001 per share

Private placement closed on
 March 31 @ 0.04 per share             1,380,200        138         55,070                         55,208

Net loss for the year                                                                  (85)           (85)
                                      ----------      -----       --------       ---------       --------
BALANCE, MAY 31, 2008                  6,380,200        638         59,570             (85)        60,123

Net loss for the year                                                              (50,170)       (50,170)
                                      ----------      -----       --------       ---------       --------

BALANCE, MAY 31, 2009                  6,380,200      $ 638       $ 59,570       $ (50,255)      $  9,953
                                      ==========      =====       ========       =========       ========
</TABLE>


               The accompanying notes to financial statements are
                 an integral part of these financial statements

                                       19
<PAGE>
                            REAL VALUE ESTATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
         FOR THE YEAR ENDED MAY 31, 2009 AND THE PERIOD FROM INCEPTION
    (DECEMBER 20, 2007) THROUGH MAY 31, 2008, AND CUMULATIVE FROM INCEPTION
                    (DECEMBER 20, 2007) THROUGH MAY 31, 2009


<TABLE>
<CAPTION>
                                                                      December 20, 2007    December 20, 2007
                                                      Year Ended       (Inception) To       (Inception) To
                                                        May 31,            May 31,             May 31,
                                                         2009               2008                 2009
                                                       --------           --------             --------
<S>                                                    <C>                <C>                  <C>
OPERATING ACTIVITIES
  Net (Loss)                                           $(50,170)          $    (85)            $(50,255)
  Adjustments To Reconcile Net Loss To                       --                 --
   Changes in net assets and liabilities-
     Accounts payable and accrued liabilities                --                 --                   --
                                                       --------           --------             --------
Net Cash Used By Operating Activities                   (50,170)               (85)             (50,255)

FINANCING ACTIVITIES
  Proceeds from issuance of common stock                     --             60,208               60,208
                                                       --------           --------             --------
Cash Provided by Financing Activities                        --             60,208               60,208
                                                       --------           --------             --------

Net Increase in Cash                                    (50,170)            60,123                9,953

Cash, Beginning of Period                                60,123                 --                   --
                                                       --------           --------             --------

Cash, End of Period                                    $  9,953           $ 60,123             $  9,953
                                                       ========           ========             ========

Supplemental disclosure with respect to cash flows:
  Cash paid for income taxes                           $     --           $     --             $     --
  Cash paid for interest                               $     --           $     --             $     --
</TABLE>


               The accompanying notes to financial statements are
                 an integral part of these financial statements.

                                       20
<PAGE>
                            REAL VALUE ESTATES, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  MAY 31, 2009

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was incorporated under the laws of the state of Nevada on December
20, 2007. The Company has limited operations and in accordance with SFAS #7, is
considered a development stage company and has not yet realized any revenues
from its planned operations.

As a development stage enterprise, the Company discloses the deficit accumulated
during the development stage and the cumulative statements of operations and
cash flow from inception to the current balance sheet date.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31 fiscal year end.

EARNINGS PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective December 20, 2007 (inception).

Basic earnings (loss) per share amount are computed by dividing the net income
(loss) by the weighted average number of common shares outstanding. Diluted
earnings (loss) per share are the same as basic earnings (loss) per share due to
the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying value of the Company's financial instruments, consisting of
accounts payable and accrued liabilities approximate their fair value due to the
short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of

                                       21
<PAGE>
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

SOFTWARE DEVELOPMENT COSTS

Software development costs representing capitalized costs of design,
configuration, coding, installation and testing of the Company's website up to
its initial implementation. Upon implementation, the asset will be amortized to
expense over its estimated useful life of three years using the straight-line
method. Ongoing website post-implementation costs of operation, including
training and application maintenance, will be charged to expense as incurred.

NOTE 3. ADVERTISING

The Company's policy regarding advertising is to expense advertising when
incurred. The Company had not incurred any advertising expense as of May 31,
2009.

NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has net losses for the
period from inception (December 20, 2007) to May 31, 2009 of $50,255. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. The Company's continuation as a going concern is dependent on its
ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

Management is planning to raise additional funds through debt or equity
offerings. There is no guarantee that the Company will be successful in these
efforts.

NOTE 5. RELATED PARTY TRANSACTIONS

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.

On December 20, 2007, pursuant to the terms of a subscription agreement, we sold
1,000,000 shares of our common stock to Ms. Marina Karpilovski, our President
and a director, for cash payment to us of $1,000. We believe this issuance was
deemed to be exempt under Regulation S of the Securities Act, as no advertising
or general solicitation was employed in offering the securities, the offering
and sale was made only to Ms. Karpilovski who is a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act.

On December 20, 2007 pursuant to the terms of a subscription agreement, we sold
4,000,000 shares of our common stock to Mr. Michael Zazkis, our Secretary,
Treasurer and a director, for cash payment to us of $4,000. We believe this
issuance was deemed to be exempt under Regulation S of the Securities Act, as no
advertising or general solicitation was employed in offering the securities, the
offering and sale was made only to Mr. Zazkis who is a non-U.S. citizen, and
transfer was restricted by us in accordance with the requirements of the
Securities Act.

Since December 20, 2007 (inception) through May 31, 2009, the company paid
$11,962 to its Directors, for consulting services.

NOTE 6. INCOME TAXES

The Company uses the liability method , where deferred tax assets and
liabilities are determined based on the expected future tax consequences of
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. During fiscal 2008, the Company
incurred net losses and, therefore, has no tax liability. The net deferred tax
asset generated by the loss carry-forward has been fully reserved.

NOTE 7. NET OPERATING LOSSES

As of May 31, 2009, the Company has a net operating loss carry-forward of
approximately $50,170, which will expire 20 years from the date the loss was
incurred.

                                       22
<PAGE>
NOTE 8. STOCKHOLDERS' EQUITY

AUTHORIZED

The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.

ISSUED AND OUTSTANDING

For transactions with other than employee's stock, issuances are in accordance
with paragraph 8 of SFAS 123, where issuances shall be accounted for based on
the fair value of the consideration received. Transactions with employee's stock
issuance are in accordance with paragraphs (16-44) of SFAS 123, where issuances
shall be accounted for based on the fair value of the consideration received or
the fair value of the equity instruments issued, whichever is the more reliable
measure.

On December 20, 2007, the Company issued 5,000,000 common shares to its
Directors for cash of $5,000.

Since inception (December 20, 2007) to August 31, 2008, the Company accepted
subscriptions for 1,380,200 common shares from 37 investors under a private
placement scheduled to close on March 31, 2008. The private placement was not
subject to any minimum investment and was priced at $0.04 per share. The Company
accepted the subscriptions on various dates throughout the year.

NOTE 9. RECENT ACCOUNTING PRONOUNCEMENTS

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective for the interim period ended
February 28, 2009. The adoption of the FSP had no impact on the Company's
results of operations, financial condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, DETERMINING
WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT TRANSACTIONS ARE
PARTICIPATING SECURITIES, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our financial position and results of
operations if adopted.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and

                                       23
<PAGE>
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 became
effective 60 days after the SEC approved the PCAOB's amendments to AU Section
411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. SFAS No. 161 has no effect
on the Company's financial position, statements of operations, or cash flows at
this time.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. SAB No. 110 does not have an impact
on the Company's financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
SFAS No. 160 has no effect on the Company's financial position, statements of
operations, or cash flows at this time.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. FAS No. 141 (revised 2007) has no effect on the Company's financial
position, statements of operations, or cash flows at this time.

                                       24
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the 1934 Act, as of the end of the period
covered by this year end report, being the fiscal year ended May 31, 2009, we
have carried out an evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures. This evaluation was carried out under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer. Based upon the results of
that evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that, as of the end of the period covered by this quarterly report,
our disclosure controls and procedures were effective and provide reasonable
assurance that material information related to our company is recorded,
processed and reported in a timely manner.

Our management, with the participation of our Chief Executive Officer and Chief
Financial Officer, is responsible for the design of internal controls over
financial reporting. The fundamental issue is to ensure all transactions are
properly authorized and identified and entered into a well-designed, robust and
clearly understood system on a timely basis to minimize risk of inaccuracy,
failure to fairly reflect transactions, failure to fairly record transactions
necessary to present financial statements in accordance with the U.S. GAAP,
unauthorized receipts and expenditures or the inability to provide assurance
that unauthorized acquisitions or dispositions of assets can be detected. The
small size of our company makes the identification and authorization process
relatively simple and efficient and a process for reviewing internal controls
over financial reporting has been developed. To the extent possible given our
company's small size, the internal control procedures provide for separation of
duties for handling, approving and coding invoices, entering transactions into
the accounts, writing checks and requests for wire transfers. As of May 31,
2009, our Chief Executive Officer and Chief Financial Officer conclude that our
system of internal controls is adequate and comparable to those of issuers of a
similar size and nature. There were no significant changes to our internal
controls or in other factors that could significantly affect these controls
during the year ended May 31, 2009, including any significant deficiencies or
material weaknesses of internal controls that would require corrective action.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal
control over our financial reporting. Our system of internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with the U.S. GAAP. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.

INHERIT LIMITATIONS OF INTERNAL CONTROL

 Our internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with the U.S. GAAP.
Our internal control over financial reporting includes those policies and
procedures that:

     *    pertain to the maintenance of records that, in reasonable detail,
          accurately and fairly reflect the transactions and dispositions of our
          assets;
     *    provide reasonable assurance that transactions are recorded as
          necessary to permit preparation of financial statements in accordance
          with the U.S. GAAP, and that our receipts and expenditures are being
          made only in accordance with authorizations of our management and
          directors; and
     *    provide reasonable assurance regarding prevention or timely detection
          of unauthorized acquisition, use, or disposition of our assets that
          could have a material effect on the financial statements.

Management does not expect that our internal controls will prevent or detect all
errors and all fraud. A control system, no matter how well designed and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of internal controls

                                       25
<PAGE>
can provide absolute assurance that all control issues and instances of fraud,
if any, have been detected. Also, any evaluation of the effectiveness of
controls in future periods are subject to the risk that those internal controls
may become inadequate

ITEM 9B. OTHER INFORMATION.

None.

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

DIRECTORS AND EXECUTIVE OFFICERS

As at July 28, 2009, our directors and executive officers, their ages, positions
held, and duration of such, are as follows:

<TABLE>
<CAPTION>
     Name                      Position Held With Company             Age         Date First Elected or Appointed
     ----                      --------------------------             ---         -------------------------------
<S>                        <C>                                      <C>          <C>
Marina Karpilovski          President and Director                    48                  December 20, 2007
Michael Zazkis              Secretary, Treasurer and Director         51                  December 20, 2007
</TABLE>

BUSINESS EXPERIENCE

MS. MARINA KARPILOVSKI

Ms. Karpilovski is our President and a director. She has served in these
capacities since we were incorporated on December 20, 2007. Since 1992, Ms.
Karpilovski has worked with the Israeli and International tourist industry
organizing local and international conferences. Since December 1995, Ms.
Karpilovski has served as office manager of an office of Rose Travel Ltd. in Tel
Aviv, Israel. In that capacity she manages a team of sales representatives and
is in charge of day to day operation of the travel agency. Ms. Karpilovski holds
a B.Sc degree in Mechanical Engineering from Kharkov University in Russia.

MR. MICHAEL ZAZKIS

Mr. Zazkis is our Secretary, Treasurer and a director, and has served in these
capacities since we were incorporated on December 20, 2007. Since 2001, Mr.
Zazkis has been president of PrimeCap Mortgages Ltd., a real estate and mortgage
investment company he owns, which has an emphasis on small- to medium-sized
project development. Prior to this business, Mr. Zazkis worked in engineering,
management and project development capacities for over 20 years for a number of
large Israeli and international companies such as Iscar Blades Ltd and Iscar. He
holds a B.Sc degree in Mechanical Engineering from Israel Institute of
Technology and a certificate of Mortgage Broker from the University of British
Columbia.

BOARD COMPOSITION

Our Bylaws provide that the Board of Directors shall consist of one or more
members, but not more than nine, and that our shareholders shall determine the
number of directors at each regular meeting. Each director serves for a term
that expires at the next regular meeting of the shareholders or until his
successor is elected and qualified.

COMMITTEES OF THE BOARD OF DIRECTORS

We do not presently have a separately constituted audit committee, compensation
committee, nominating committee, executive committee or any other committees of
our Board of Directors. Nor do we have an audit committee "financial expert." As
such, our entire Board of Directors acts as our audit committee and handles
matters related to compensation and nominations of directors.

POTENTIAL CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our directors. Thus, there is a potential conflict of interest in
that our directors and officers have the authority to determine issues
concerning management compensation and audit issues that may affect management
decisions. We are not aware of any other conflicts of interest with any of our
executives or directors.

                                       26
<PAGE>
DIRECTOR INDEPENDENCE

We are not subject to listing requirements of any national securities exchange
or national securities association and, as a result, we are not at this time
required to have our board comprised of a majority of "independent directors."
Our determination of independence of directors is made using the definition of
"independent director" contained in Rule 4200(a)(15) of the Marketplace Rules of
the NASDAQ Stock Market ("NASDAQ"), even though such definitions do not
currently apply to us because we are not listed on NASDAQ. We have determined
that none of our directors currently meet the definition of "independent" as
within the meaning of such rules as a result of their current positions as our
executive officers.

SIGNIFICANT EMPLOYEES

We have no significant employees other than the executive officers described
above.

FAMILY RELATIONSHIPS

There are no family relationships between our officers and directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter
or control person of our company has, during the last five years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD

We have not implemented a formal policy or procedure by which our stockholders
can communicate directly with our Board of Directors. Nevertheless, every effort
has been made to ensure that the views of stockholders are heard by the Board of
Directors or individual directors, as applicable, and that appropriate responses
are provided to stockholders in a timely manner. We believe that we are
responsive to stockholder communications, and therefore have not considered it
necessary to adopt a formal process for stockholder communications with our
Board. During the upcoming year, our Board will continue to monitor whether it
would be appropriate to adopt such a process.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors,
and persons who own more than 10% of our common stock, to file reports regarding
ownership of, and transactions in, our securities with the Securities and
Exchange Commission and to provide us with copies of those filings. Specific due
dates for these reports have been established. Based solely on our review of the
copies of such forms received by us, or written representations from certain
reporting persons, we believe that during the fiscal year ended May 31, 2008,
all Section 16(a) filing requirements applicable to its directors, executive
officers, and greater than ten percent beneficial owners were complied with.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by
us to our officers and directors during the fiscal years ended May 31, 2008 and
Inception (December 20, 2007) to May 31, 2008.

                                       27
<PAGE>
                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                     Non-Equity      Nonqualified
 Name and                                                            Incentive         Deferred
 Principal                                    Stock       Option        Plan         Compensation     All Other
 Position       Year   Salary($)  Bonus($)   Awards($)   Awards($)  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------       ----   ---------  --------   ---------   ---------  ---------------   -----------   ---------------  ---------
<S>             <C>    <C>        <C>         <C>        <C>        <C>               <C>           <C>              <C>
Marina          2009      --         --         --           --           --               --           5,000 (1)       5,000
Karpilovski,    2008      --         --         --           --           --               --              --              --
President and
Director

Michael Zazkis, 2009      --         --         --           --           --               --           6,962 (2)       6,962
President,      2008      --         --         --           --           --               --              --              --
Treasurer and
Director
</TABLE>

----------
(1)  Between December 20, 2007 (inception) and May 31, 2009, Marina Karpilovski
     was paid an aggregate of $5,000 in consideration for certain consulting
     services rendered to us.
(2)  Between December 20, 2007 (inception) and May 31, 2009, a company owned by
     Michael Zazkis was paid an aggregate of $6,962 in consideration for certain
     consulting services rendered to us.

OUTSTANDING EQUITY AWARDS AT 2009 FISCAL YEAR-END

We do not currently have a stock option plan nor any long-term incentive plans
that provide compensation intended to serve as incentive for performance. No
individual grants of stock options or other equity incentive awards have been
made to any executive officer or any director since our inception; accordingly,
none were outstanding at May 31, 2009.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS

There are currently no employments or other contracts or arrangements with our
executive officers. There are no compensation plans or arrangements, including
payments to be made by us, with respect to our officers, directors or
consultants that would result from the resignation, retirement or any other
termination of such directors, officers or consultants from us. There are no
arrangements for directors, officers, employees or consultants that would result
from a change-in-control.

COMPENSATION OF DIRECTORS

We have no formal plan for compensating our directors for their services in
their capacity as directors. Directors are entitled to reimbursement for
reasonable travel and other out-of-pocket expenses incurred in connection with
attendance at meetings of our Board of Directors. The Board of Directors may
award special remuneration to any director undertaking any special services on
behalf of Real Value Estates other than services ordinarily required of a
director.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDERS MATTERS.

The following table sets forth information regarding the beneficial ownership of
our common stock as of October 2, 2008 for:

     *    each person, or group of affiliated persons, known by us to
          beneficially own more than 5% of our common stock;
     *    each of our executive officers;
     *    each of our directors; and
     *    all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or
investment power with respect to those securities. The person is also deemed to
be a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Unless otherwise indicated, the

                                       28
<PAGE>
persons or entities identified in this table have sole voting and investment
power with respect to all shares shown as beneficially owned by them, subject to
applicable community property laws, and the address for each person listed in
the table is c/o Real Value Estates Inc., 3/11 Trumpeldor St., Holon 58271,
Israel.

The percentage ownership information shown in the table below is calculated
based on 6,380,200 shares of our common stock issued and outstanding as of
October 2, 2008. We do not have any outstanding options, warrants or other
securities exercisable for or convertible into shares of our common stock.

                                                        Amount and
                                                        Nature of
Title of                                                Beneficial       Percent
 Class        Name and Address of Beneficial Owner      Ownership       of Class
 -----        ------------------------------------      ---------       --------

Common        Marina Karpilovski President and          1,000,000        15.67%
              Director (1)

Common        Michael Zazkis Secretary, Treasurer       4,000,000        62.70%
              and Director (2)

Common        Directors and officers as a group         5,000,000        78.37%
              (three persons)

----------
(1)  Marina's address is 3/11 Trumpeldor st., Holon, Israel 58271
(2)  Michael Zazkis's address is 25 Tashah st., Zichron Yakov, Israel 30900

We are unaware of any contract or other arrangement the operation of which may
at a subsequent date result in a change in control of our Company.

We do not have any issued and outstanding securities that are convertible into
common stock. Other than the shares covered by the registration statement of
which this prospectus is a part, we have not registered any shares for sale by
security holders under the Securities Act. None of our stockholders are entitled
to registration rights.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE.

Other than the transactions discussed below, we have not entered into any
transaction nor are there any proposed transactions in which any of our
directors, executive officers, stockholders or any member of the immediate
family of any of the foregoing had or is to have a direct or indirect material
interest.

REAL PROPERTY
We currently maintain our corporate office at 3/11 Trumpeldor St. Holon 58271,
Israel, in space provided to us by our President. We do not pay any rental fees
for use of this space.

STOCK TRANSACTIONS

On December 20, 2007, pursuant to the terms of a subscription agreement, we sold
1,000,000 shares of our common stock to Ms. Marina Karpilovski, our President
and member of our Board of Directors, for cash payment to us of $0.001 per
share, or $1,000 in the aggregate.

On December 20, 2007 pursuant to the terms of a subscription agreement, we sold
4,000,000 shares of our common stock to Mr. Michael Zazkis, our Secretary,
Treasurer and member of our Board of Directors, for cash payment to us of $0.001
per share, or $4,000 in the aggregate.

Our officers and directors may be considered promoters of the Company due to
their participation in and management of the business since our incorporation.

                                       29
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Moore and Associates, Chartered Accountants, served as our independent
registered public accounting firm from Inception to March 11, 2009. On March 11,
2009, our Board of Directors approved the dismissal of Moore & Associates,
Chartered, Independent Registered Public Accounting Firm, the independent
registered public accounting firm who had been engaged as the principal
accountant to audit our financial statements, and the appointment of Alan
Weinberg CPA as its new auditor.

AUDIT FEES

The aggregate fees billed during the fiscal years ended May 31, 2009 and
December 20, 2007 (inception) to May 31, 2008 by Moore and Associates, Chartered
Accountants and by Alan Weinberg CPA for professional services and for the audit
of our 2008 financial statements, quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

                                                                  Years Ended
                                                                 May 31, 2009
                                                               and Inception to
                                                                    May 31,
                                                                     2008
                                                                   --------

Alan Weinberg CPA Audit Fees and Audit Related Fees                $  1,500
Moore and Associates Audit Fees and Audit Related Fees             $  2,750
Tax Fees                                                           $      0
All Other Fees                                                     $      0
                                                                   --------
Total                                                              $  4,250 (1)
                                                                   ========

----------
(1)  Audit fees for year ended May 31, 2009 have not yet been billed to us yet

In the above table, "audit fees" are fees billed by our company's external
auditor for services provided in auditing our company's annual financial
statements for the subject year. "Audit-related fees" are fees not included in
audit fees that are billed by the auditor for assurance and related services
that are reasonably related to the performance of the audit review of our
company's financial statements. "Tax fees" are fees billed by the auditor for
professional services rendered for tax compliance, tax advice and tax planning.
"All other fees" are fees billed by the auditor for products and services not
included in the foregoing categories.

PRE APPROVAL POLICIES AND PROCEDURES

We do not have a separately designation Audit Committee. The Board of Directors
pre-approves all services provided by our independent auditors. All of the above
services and fees were reviewed and approved by the Board of Directors either
before or after the respective services were rendered.

The Board of Directors has considered the nature and amount of fees billed by
Moore and Associates, Chartered Accountants and believes that the provision of
services for activities related to the audit is not compatible with maintaining
Moore and Associates, Chartered Accountants.

The Board of Directors has considered the nature and amount of fees billed by
Alan Weinberg CPA, and believes that the provision of services for activities
related to the audit is compatible with maintaining Alan Weinberg CPA.

                                       30
<PAGE>
                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit
Number                               Description
------                               -----------

3.1       Articles of Incorporation (incorporated by reference to Exhibit 3.1 of
          Real Value Estates, Inc.'s Registration Statement on Form S-1 (File
          No. 333-153846)).

3.2       Bylaws (incorporated by reference to Exhibit 3.2 of Real Value
          Estates, Inc.'s Registration Statement on Form S-1 (File No.
          333-153846)).

4.1       Specimen Common Stock Certificate (incorporated by reference to
          Exhibit 3.1 of Real Value Estates, Inc.'s Registration Statement on
          Form S-1 (File No. 333-153846)).

10.1      Form of Subscription Agreement entered into between the Company and
          Marina Karpilovski on December 20, 2007 (incorporated by reference to
          Exhibit 10.1 of Real Value Estates, Inc.'s Registration Statement on
          Form S-1 (File No. 333-153846)).

10.2      Form of Subscription Agreement entered into between the Company and
          Michael Zazkis on December 20, 2007 (incorporated by reference to
          Exhibit 10.2 of Real Value Estates, Inc.'s Registration Statement on
          Form S-1 (File No. 333-153846)).

10.3      Form of Subscription Agreement entered into in connection with the
          March 31, 2008 private placement (incorporated by reference to Exhibit
          10.3 of Real Value Estates, Inc.'s Registration Statement on Form S-1
          (File No. 333-153846)).

10.4      Agreement with foreclosure.com dated July 29, 2008 (incorporated by
          reference to Exhibit 10.1 of Real Value Estates, Inc.'s Registration
          Statement on Form S-1 (File No. 333-153846)).

31.1      Certification of Principal Executive Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002.

31.2      Certification of Principal Financial Officer pursuant to Section 302
          of the Sarbanes-Oxley Act of 2002.

32.1      Certification of Principal Executive Officer Pursuant to 18 U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

32.2      Certification of Principal Financial Officer Pursuant to 18 U.S.C.
          Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
          Act of 2002.

                                       31
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Real Value Estates, Inc.


By: /s/ Marina Karpilovlski
   --------------------------------------------------------------------
   Marina Karpilovlski, President and Director
   (Principal Executive and  Principal Financial and Accounting Officer)
   Dated: July 28, 2009


By: /s/ Michael Zazkis
   --------------------------------------------------------------------
   Michael Zazkis, Secretary , Treasurer and Director
   Dated: July 28, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


By: /s/ Marina Karpilovlski
   --------------------------------------------------------------------
   Marina Karpilovlski, President and Director
   (Principal Executive and  Principal Financial and Accounting Officer)
   Dated: July 28, 2009


By: /s/ Michael Zazkis
   --------------------------------------------------------------------
   Michael Zazkis, Secretary , Treasurer and Director
   Dated: July 28, 2009

                                       32