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): 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))

 

1
 

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

 

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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: September 5, 2012

3
 

 

 

ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

Certificate of Designation  

 (PURSUANT TO NRS 78.1955)

 

USE BLACK INK ONLY-DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Designation
For Nevada Corporations
(Pursuant to NRS 78.1955)
 
1. Name of corporation:
  SunValley Solar, Inc.
2.

By resolution of the board of directors pursuant to a provision in the articles of incorporation this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock.

On behalf of Sunvalley Solar, Inc., a Nevada corporation (the "Corporation"), the undersigned hereby certifies that the following resoltuion has been duly adopted by the board of directors of the Corporation (the "Board):

RESOLVED, that, pursuant to the authority gratned to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the "Articles of Incorporation"), there hereby is created, out of the one million (1,000,000) shares of preferred stock, par value $.001 per share, of the Corporation authorized by Article Fourteen of the Articles of Incorporation ("Preferred Stock"), a series of Class A Convertible Preferred Stock, consisting of one million (1,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and hte following quialifications, limitations and restrictions:

SEE ATTACHED

3. Effective date of filing (optional):
4. Signatures (required)
X /s/ James Zhang
Signature

 

 

 
 

______________________________________

 

CERTIFICATE OF DESIGNATION

 

OF

 

SUNVALLEY SOLAR, INC.

 

Pursuant to Section 78.1955 of the

 

Nevada Revised Statutes

______________________________________

 

CLASS A CONVERTIBLE PREFERRED STOCK

 

On behalf of Sunvalley Solar, Inc., a Nevada corporation (the “ Corporation ”), the undersigned hereby certifies that the following resolution has been duly adopted by the board of directors of the Corporation (the “ Board ”):

 

RESOLVED, that, pursuant to the authority granted to and vested in the Board by the provisions of the articles of incorporation of the Corporation (the “ Articles of Incorporation ”), there hereby is created, out of the one million (1,000,000) shares of preferred stock, par value $.001 per share, of the Corporation authorized by Article Fourteen of the Articles of Incorporation (“ Preferred Stock ”), a series of Class A Convertible Preferred Stock, consisting of one million (1,000,000) shares, which series shall have the following powers, designations, preferences and relative participating, optional and other special rights, and the following qualifications, limitations and restrictions:

 

The specific powers, preferences, rights and limitations of the Class A Convertible Preferred Stock are as follows:

 

1.   Designation; Rank . This series of Preferred Stock shall be designated and known as “Class A Convertible Preferred Stock.” The number of shares constituting the Class A Convertible Preferred Stock shall be one million (1,000,000) shares. Except as otherwise provided herein, the Class A Convertible Preferred Stock shall, with respect to rights on liquidation, winding up and dissolution, rank pari passu to the common stock, par value $0.001 per share (the “ Common Stock ”).

 

2.   Dividends . The holders of shares of Class A Convertible Preferred Stock have no dividend rights except as may be declared by the Board in its sole and absolute discretion, out of funds legally available for that purpose.

 

3.   Liquidation Preference .

 

(a)   In the event of any dissolution, liquidation or winding up of the Corporation (a “ Liquidation ”), whether voluntary or involuntary, the Holders of Class A Convertible Preferred Stock shall be entitled to participate in any distribution out of the assets of the Corporation on an equal basis per share with the holders of the Common Stock.

 

 
 

(b)   A sale of all or substantially all of the Corporation’s assets or an acquisition of the Corporation by another entity by means of any transaction or series of related transactions (including, without limitation, a reorganization, consolidated or merger) that results in the transfer of fifty percent (50%) or more of the outstanding voting power of the Corporation (a “ Change in Control Event ”), shall not be deemed to be a Liquidation for purposes of this Designation.

 

4.   Optional Conversion of Class A Convertible Preferred Stock . The Holders of Class A Convertible Preferred Stock shall have conversion rights as follows:

 

(a)   Conversion Right . Each share of Class A Convertible Preferred Stock shall be convertible at the option of the Holder thereof and without the payment of additional consideration by the Holder thereof, at any time, into shares of Common Stock on the Optional Conversion Date (as hereinafter defined) at a conversion rate of one (1) share of Common Stock (the “ Conversion Rate ”) for every one (1) share of Class A Convertible Preferred Stock, subject to adjustment as provided in Section 4 of this Designation.

 

(b)   Mechanics of Optional Conversion . To effect the optional conversion of shares of Class A Convertible Preferred Stock in accordance with Section 4(a) of this Designation, any Holder of record shall make a written demand for such conversion (for purposes of this Designation, a “ Conversion Demand ”) upon the Corporation at its principal executive offices setting forth therein (i) the certificate or certificates representing such shares, and (ii) the proposed date of such conversion, which shall be a business day not less than fifteen (15) nor more than thirty (30) days after the date of such Conversion Demand (for purposes of this Designation, the “ Optional Conversion Date ”). Within five days of receipt of the Conversion Demand, the Corporation shall give written notice (for purposes of this Designation, a “ Conversion Notice ”) to the Holder setting forth therein (i) the address of the place or places at which the certificate or certificates representing any shares not yet tendered are to be converted are to be surrendered; and (ii) whether the certificate or certificates to be surrendered are required to be endorsed for transfer or accompanied by a duly executed stock power or other appropriate instrument of assignment and, if so, the form of such endorsement or power or other instrument of assignment. The Conversion Notice shall be sent by first class mail, postage prepaid, to such Holder at such Holder’s address as may be set forth in the Conversion Demand or, if not set forth therein, as it appears on the records of the stock transfer agent for the Class A Convertible Preferred Stock, if any, or, if none, of the Corporation. On or before the Optional Conversion Date, each Holder of the Class A Convertible Preferred Stock so to be converted shall surrender the certificate or certificates representing such shares, duly endorsed for transfer or accompanied by a duly executed stock power or other instrument of assignment, if the Conversion Notice so provides, to the Corporation at any place set forth in such notice or, if no such place is so set forth, at the principal executive offices of the Corporation. As soon as practicable after the Optional Conversion Date and the surrender of the certificate or certificates representing such shares, the Corporation shall issue and deliver to such Holder, or its nominee, at such Holder’s address as it appears on the records of the stock transfer agent for the Class A Convertible Preferred Stock, if any, or, if none, of the Corporation, a certificate or certificates for the number of whole shares of Common Stock issuable upon such conversion in accordance with the provisions hereof.

 

(c)   No Fractional Shares . No fractional shares of Common Stock or scrip shall be issued upon conversion of shares of Class A Convertible Preferred Stock. In lieu of any fractional share to which the Holder would be entitled but for the provisions of this Section 4(c) based on the number of shares of Class A Convertible Preferred Stock held by such Holder, the Corporation shall issue a number of shares to such Holder rounded up to the nearest whole number of shares of Common Stock. No cash

 
 

shall be paid to any Holder of Class A Convertible Preferred Stock by the Corporation upon conversion of Class A Preferred Convertible Stock by such Holder.

 

(d)   Reservation of Stock . The Corporation shall at all times when any shares of Class A Preferred Convertible Stock shall be outstanding, reserve and keep available out of its authorized but unissued Common Stock, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Class A Convertible Preferred Stock. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all outstanding shares of the Class A Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

 

(e)   Stock Dividends, Splits, Combinations and Reclassifications . If the Corporation shall (i) declare a dividend or other distribution payable in securities, (ii) split its outstanding shares of Common Stock into a larger number, (iii) combine its outstanding shares of Common Stock into a smaller number, or (iv) increase or decrease the number of shares of its capital stock in a reclassification of the Common Stock including any such reclassification in connection with a merger, consolidation or other business combination in which the Corporation is the continuing entity (any such corporate event, an “ Event ”), then in each instance the Conversion Rate shall be adjusted such that the number of shares issued upon conversion of one share of Class A Convertible Preferred Stock will equal the number of shares of Common Stock that would otherwise be issued but for such Event.

 

(f)   Certificate as to Adjustments . Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to Section 4 of this Designation, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and cause its principal financial officer to verify such computation and prepare and furnish to each Holder of Class A Convertible Preferred Stock a certificate setting forth such adjustment or readjustment and setting forth in reasonable detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon the written request at any time of any Holder of Class A Convertible Preferred Stock, furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such adjustments and readjustments; (ii) the Conversion Rate in effect at such time for the Class A Convertible Preferred Stock; and (iii) the number of shares of Common Stock and the amount, if any, of other property that at such time would be received upon the conversion of the Class A Convertible Preferred Stock.

 

(g)   Issue Taxes . The converting Holder shall pay any and all issue and other non-income taxes that may be payable in respect of any issue or delivery of shares of Common Stock on conversion of shares of Class A Convertible Preferred Stock.

 

5.   Voting . The holders of Class A Convertible Preferred Stock shall have the right to cast one hundred (100) votes for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. The holders of Class A Convertible Preferred Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

 

IN WITNESS WHEREOF the undersigned has signed this Designation this 27th day of August 2012.

 
 

 

Sunvalley Solar, Inc.
 
By:     /s/ James Zhang

Name:   James Zhang

Title:   CEO

 

ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 

 

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 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 ninety-one million (91,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all such shares having a par value of $0.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is ninety million (90,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is one million (1,000,000) shares 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 at 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 of filing (optional):
 
5. Signatures (required)
 
X /s/ Zhijian James Zhang
Signature

 

* 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 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.