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): May 25, 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))

 

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SECTION 5 – Corporate Governance And Management

 

Item 5.03 Amendment to Articles of Incorporation or Bylaws

 

On May 25, 2012 a majority of our shareholders and our board of directors approved an amendment to Article 4 of our Articles of Incorporation to increase our total authorized common stock from 1,500,000,000 shares to 5,000,000,000 shares. This amendment to our Articles of Incorporation was effective May 25, 2012.

 

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 3.1 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 Amendment

 

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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.

 

/s/ Zhijian (James) Zhang

Zhijian (James) Zhang

Chief Executive Officer

 

Date: May 29, 2012

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ROSS MILLER

Secretary of State

206 North Carson Street

Carson City, Nevada 89701-4299

(775) 684 5708

Website: www.nvsos.gov

 

Certificate of Amendment

(PURSUANT TO NRS 78.385 AND 78.390)

 

USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390—After Issuance of Stock)
 
1. Name of corporation:
  Sunvalley Solar, Inc.
 
2. The articles have been amended as follows: (provide article numbers, if available)
  Fourth. That the total number of stock authorized that may be issued by the Corporation is five billion (5,000,000,000) shares of Common stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such consideration as maybe be fixed by the Board of Directors.
 
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: majority
 
4. Effective date and time of filing (optional): Date: ______ Time: _____
(must not be later than 90 days after the certificate is filed)
 
5. Signatures (required)
 
X /s/ Zhijian (James) Zhang
Signature of officer

 

 

*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

 

This form must be accompanied by appropriate fees.

Nevada Secretary of State Amend Profit-After

Revised: 8-31-11