UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 14, 2010

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 5 – Corporate Governance and Management

Item 5.03     Amendments to Articles of Incorporation or Bylaws

The company’s board of directors approved a merger with the company’s wholly-owned subsidiary, Sunvalley Solar, Inc., a California corporation, pursuant to Nev. Rev. Stat. §92A.180.  As part of the merger with the company’s wholly owned subsidiary, the board authorized a change in the name of the company to “Sunvalley Solar, Inc.”  A copy of the Articles of Merger describing the subsidiary merger and name change filed with the state of Nevada is attached hereto as Exhibit 3.1.  On July 14, 2010, we received notification from the Financial Industry Regulatory Authority (FINRA) that our name change will be effective on July 15, 2010.

In connection with the name change, effective as of the open of business on July 15, 2010, the company has the following new CUSIP number and new trading symbol:

New CUSIP Number:  86802Y 104
New Trading Symbol: SSOL

SECTION 8 – Other Events

Item 8.01     Other Events

Concurrently with the name change described above, our board of directors approved a forward dividend of the company’s common stock on the basis of 19.088523 additional shares for each share issued and outstanding.  The total number of authorized shares has not been changed.  Pending final notification from FINRA, we anticipate that the effective date for the share dividend will be July 19, 2010.

Section 9 – Financial Statements and Exhibits

Item 9.01.     Financial Statements and Exhibits
 
Exhibit No.
Description

 
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SIGNATURES
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.

 
 
 
Zhijian (James) Zhang
Chief Executive Officer

Date:   July 14, 2010
 
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
 
 
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 1
 
   
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE IS FOR OFFICE USE ONLY
   
(Pursuant to Nevada Revised Statutes Chapter 92A) (excluding 92A.200(4b))
 
1)   Name and jurisdiction of organization of each constituent entity (NRS 92A.200).  If there are more than four merging entities, check box [  ] and attached an 8 ½” X 11” blank sheet containing the required information for each additional entity.
   
         Sunvalley Solar, Inc.  
Name of merging entity
 
         California corporation
Jurisdiction
Entity type*
   
Western Ridge Minerals, Inc.  
Name of surviving entity
 
Nevada corporation
Jurisdiction
Entity type*
   

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.
 
 

 
Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 2
 
2)   Forwarding address where copies of process may be sent by the Secretary of State of Nevada (If a foreign entity is the survivor in the merger-NRS 92A.190):
Attn:
c/o:
 
3)   (Choose one)
[ ]  The undersigned declars that a plan of merger has been adopted by each constituent entity (NRS 92A.200).
[ X ]  The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180).
 
4)   Owner’s approval (NRS 92A.200)(options a,b, or c must be used, as applicable for each entity) (If there are more than four merging entities, check box [  ] and attached an 8 ½” X 11” blank sheet containing the required information for each additional entity.):
(a)   Owner’s approval was not required from
Sunvalley Solar, Inc.
Name of merging entity, if applicable
 
and, or:
 
Western Ridge Minerals, Inc.
Name of surviving entity, if applicable

 
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 3
 
(b)   The plan was approved by the required consent of the owners of *:
 
Name of merging entity, if applicable
 
and, or:
 
Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.
 
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 4
 
(c)   Approval of plan of merger for Nevada non-profit corporation (NRS 92A.160):
 
The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.
 
Name of merging entity, if applicable
 
and, or:
 
Name of surviving entity, if applicable
 
 
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 5
 
5)   Amendments, If any, to the articles of certificate of the surviving entity.  Provide article numbers, if avaliable. (NRS 92A.200)*:
Article I is amended to change the name of the corporation to "Sunvalley Solar, Inc."
 
6)   Location of Plan of Merger (check a or b):
[  ] (a) The entire plan of merger is attached;
[ X ] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).
 
7)   Effective date (optional)**:

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A.180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.
 
** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).
 
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Articles of Merger
(PURSUANT TO NRS 92A.200)
Page 6
 
8)   Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited-liability limited partnership; A manager of each Nevada limited-liability company with managers or one member if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)*
 
(If there are more than four merging entities, check box [  ] and attached an 8 ½” X 11” blank sheet containing the required information for each additional entity.):
 
Sunvalley Solar, Inc.
Name of merging entity
     
X /s/ Zhijian (James) Zhang
President 7/6/10
Signature
Title
Date
 
Western Ridge Minerals, Inc.
Name of surviving entity
     
X /s/ Zhijian (James) Zhang
President 7/6/10
Signature
Title
Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.
 
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