SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549


Form 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934


SUNVALLEY SOLAR, INC.

 (Exact name of registrant as specified in its charter)


Nevada

20-8415633

(State of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

398 Lemon Creek Dr., Suite A

 

Walnut, CA

91789

(Address of principal executive offices)

(Zip Code)

 

 

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

 

 

Title of each class

to be so registered

Name of each exchange of which

each class is to be registered

Not Applicable

Not Applicable


If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A(c), check the following box.  [   ]


If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A(d), check the following box.  [ X ]


Securities Act registration statement file number to which this form relates: 333-150692 (if applicable)


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


Common stock, par value of $0.001

(Title of class)






Item 1.  Description of Registrant’s Securities to be Registered.


Our authorized common stock consists of 150,000,000 shares of common stock, $0.001 par value per share.


Common Stock


The holders of common stock are entitled to one vote per share. Our certificate of incorporation does not provide for cumulative voting. The holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the board of directors out of legally available funds. However, the current policy of the board of directors is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of common stock have no preemptive, subscription, redemption or conversion rights.


In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.


Dividend Policy


We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.


Nevada Anti-Takeover Laws


Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply.  Our articles of incorporation and bylaws do not state that these provisions do not apply.  The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.



Item 2.  Exhibits


Exhibit Number

Description

3.1

Amended and Restated Articles of Incorporation (1)

3.2

By-laws (2)

3.3

Certificate of Designation for Class A Preferred Stock (3)

3.4

Certificate of Designation for Class B Preferred Stock (1)


(1)

Incorporated by reference to Current Report on Form 8-K filed July 24, 2015.

(2) Incorporated by reference to Annual Report on Form 10-K filed on March 31, 2011.

 (3) Incorporated by reference to Current Report on Form 8-K filed on September 5, 2012.









SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.


DATE: January 16, 2018



Sunvalley Solar, Inc.



By: /s/ Zhijian (James) Zhang

Zhijian (James) Zhang

Title: Chief Executive Officer