UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





AMENDMENT NO. 1

To

FORM 10-K

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|                                                               |                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------
|ü                                                              | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    
|                                                               | ACT OF 1934                                                                 
|For the fiscal year ended: May 31, 2009                       
|or                                                            
|                                                               |                                                                             
|                                                               | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|                                                               | ACT OF 1934                                                                 
|For the transition period from: _____________ to _____________



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REAL VALUE ESTATES, INC.

(Exact name of registrant as specified in its charter)



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|                                  |              |                    
|--------------------------------- | ------------ | -------------------
|Nevada                            | 000-53466    | 26-1616719         
|(State or Other Jurisdiction      | (Commission  | (I.R.S. Employer   
|of Incorporation or Organization) | File Number) | Identification No.)

3970 Casa Blanca Road Reno, Nevada  89502

(Address of Principal Executive Office) (Zip Code)

(775) 200-0505

(Registrants telephone number, including area code)

3/11 Trumpeldor St. Holon, Israel

(Former name or former address, if changed since last report)

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|                                                            |                  |                                          
|----------------------------------------------------------- | ---------------- | -----------------------------------------
|Securities registered pursuant to Section 12(b) of the Act:
|                                                            |                  |                                          
|Title of each class                                         |                  | Name of each exchange on which registered
|                                                            |                  |                                          
|                                                            |                  |                                          
|Securities registered pursuant to Section 12(g) of the Act:
|                                                            |                  |                                          
|COMMON STOCK                                               
|                                                            | (Title of Class) |                                          



|                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |     |   |                           |   |  |  | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --- | - | ------------------------- | - |  |  | 
|Indicate by check mark if the registrant is a well-known seasoned registrant, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |   | Yes | ü | No                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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 | ü | No                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1

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.                                                                                                                                                                                                                                                                                                                                | ü | Yes |   | No                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this 
chapter) 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, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |  
|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).                                                                                                                                                                                                                                                                                                                                   | X | Yes |   | No                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                          |  
|The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and asked price for such common equity, as of the last business day of the registrants most recently completed second fiscal quarter was approximately $55,208 based on the price the Common Stock was last sold ($0.04).
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY                                                                                                                                                                                                                                                                                                                                                                                        
|PROCEEDINGS DURING THE PRECEDING FIVE YEARS:                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by                                                                                                                                                                                          
|A court.                                                                                                                                                                                                                                                                                                                                                                                                                                  |   | Yes |   | No                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|APPLICABLE ONLY TO CORPORATE ISSUERS:                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|As of July 28, 2009 there were 6,380,200 shares of our Common Stock issued and outstanding.                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                         
|List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: (1)Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.

None.                                                                                                         



2







This Form 10-K contains "forward-looking statements" relating to Real Value Estates, Inc.  ("RV Estates  "we", "our", or the "Company") which represent our current expectations or beliefs including, but not limited to, statements concerning our operations, performance, financial condition and growth. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipate", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel, variability of quarterly results, and our ability to continue our growth strategy and competition, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

EXPLANATORY NOTE

Real Value Estates Inc.  is filing this Amendment No. 1 to its Annual Report on Form 10K for the fiscal year ended May 31, 2009, as filed with the U.S. Securities and Exchange Commission on July 28, 2009    This Amendment No. 1 is being filed to amend and restate the information provided under Part II, Item 9a (t) Controls and Procedures  as well as to clarify the verbiage in the certifications previously filed and now executed by our new chief executive officer and chief financial officer.   This Amendment No. 1 does not affect the original financial statements or footnotes as originally filed.

This Amendment No. 1 does not reflect events that have occurred after the original filing of the Annual Report.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amendment No. 1, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished respectively, as exhibits to the original filing, have been amended and refiled as of the date of this Amendment No. 1 and are included as Exhibits 31.2, 31.2, 32.1 and 32.2 hereto.

This Amendment No. 1 should be read in conjunction with the original filing of our Annual Report for the period ended May 31, 2009  and our other filings made with the Securities and Exchange Commission subsequent to the filing of the original Annual Report filed on Form 10-K.





3







PART II

Item 9A(T).  Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Annual Report (May 31,  2009). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were effective to ensure that the information we are required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC  rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as the principal executive and financial officers, respectively, to allow timely decisions regarding required disclosure.



It should be noted that any system of disclosure controls and procedures, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events.  Management believes that the Companys system of disclosure and controls currently in place are effective to provide reasonable assurance levels  as to their accuracy.



Managements Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f).

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of May 31, 2009.  In conducting this evaluation, management used the framework established by the Committee of Sponsoring Organizations of the Treadway Commission as set forth in Internal Control  Integrated Framework. Based on our evaluation under the framework in Internal Control  Integrated Framework, our management concluded that our internal control over financial reporting was effective as of May 31, 2009.

This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting. Our managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this Annual Report.

Because of its inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Evaluation of Changes in Internal Controls over Financial Reporting.

There was no change in the internal controls over financial reporting that occurred during the fiscal year ended May 31, 2009, that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.





4







PART IV



Item 15.

Exhibits, Financial Statement Schedules.



b.

Index to Exhibits

|      |  |                                                                                                        | 
|----- |  | ------------------------------------------------------------------------------------------------------ | 
|31.1  |  | * Certificate of the Chief Executive Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002    | 
|31.2  |  | * Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002     | 
|32 .1 |  | * Certificate of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 
|32 .2 |  | * Certificate of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 

5











SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|                     |                          |                       
|-------------------- | ------------------------ | ----------------------
|Date: April 19, 2010 | REAL VALUE ESTATES, INC.
|                     |                         
|                     |                          |                       
|                     | By:                      | /s/  Dennis T. Kushner
|                     |                          | Dennis T. Kushner     
|                     |                          | President             



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





|                   |  |          |  |               
|------------------ |  | -------- |  | --------------
|Signature          |  | Title    |  | Date          
|                   |  |          |  |               
|/s/ PETER MATOUSEK |  | Director |  | April 19, 2010
|Peter Matousek     |  |          |  |               
|                   |  |          |  |               
|                   |  |          |  |               
|/s/DONALD LYNCH    |  | Director |  | April 19, 2010
|Donald Lynch       |  |          |  |               
|                   |  |          |  |               
|                   |  |          |  |               



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