8-K 1 mainbody.htm MAINBODY











Date of report (Date of earliest event reported): August 28, 2012


Sunvalley Solar, Inc.

(Exact name of small business issuer as specified in its charter)


Nevada 20-8415633
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 398 Lemon Creek Dr., Suite A, Walnut, CA 91789

(Address of principal executive offices)

(909) 598-0618

(Issuer’s telephone number)


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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



SECTION 3 – Securities and Trading Markets


Item 3.02 Unregistered Sales of Equity Securities


On August 28, 2012, we issued a total of 950,000 shares of our newly designated Class A Convertible Preferred Stock to a total of seven individuals. These shares were issued as incentive compensation to certain officers, directors, and key employees, and the issuance to each individual is governed by a restricted stock award agreement. Under the relevant award agreements, the shares issued will be subject to forfeiture in event of the recipient’s resignation or dismissal within the next two (2) years. Prior to vesting, the shares issued may not be transferred or encumbered. This issuance was exempt under Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.


SECTION 5 – Corporate Governance And Management


Item 5.03 Amendment to Articles of Incorporation or Bylaws


On August 28, 2012, pursuant to Article Fourteen of our Articles of Incorporation, our Board of Directors voted to designate a class of preferred stock entitled Class A Convertible Preferred Stock, consisting of up to one million (1,000,000) shares, par value $0.001. The rights of the holders of Class A Convertible Preferred Stock are defined in the relevant Certificate of Designation filed with the Nevada Secretary of State, a copy of which is filed herewith as Exhibit 3.1. Under the Certificate of Designation, holders of Class A Convertible Preferred Stock will participate on an equal basis per-share with holders of our common stock in any distribution upon winding up, dissolution, or liquidation. Holders of Class A Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of one hundred (100) votes for each share held. Holders of Class A Convertible Preferred Stock are also entitled, at their option, to convert their shares into shares of our common stock on a 1 for 1 basis.


On August 29, 2012, a majority of our shareholders and our board of directors approved an amendment to Article 4 of our Articles of Incorporation to decrease our total authorized common stock from 7,500,000,000 shares to 90,000,000 shares. We filed a Certificate of Amendment with the Nevada Secretary of State to record the amendment. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.2 and is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits


The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.


Exhibit Number Description
3.1 Certificate of Designation
3.2 Certificate of Amendment





Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Sunvalley Solar, Inc.


/s/ Zhijian (James) Zhang

Zhijian (James) Zhang

Chief Executive Officer


Date: September 5, 2012