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): October 6, 2011

Sunvalley Solar, Inc.

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

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 1 – Registrant’s Business and Operations

Item 1.01 Entry Into Material Definitive Agreement

On October 6, 2011, we entered into a Photovoltaic System Contract with Ken Vong Farms of Thermal, California (the “Contract”). Under the Contract, we have been engaged to install a 220.43 kW-DC photovoltaic solar power system for an estimated total price of $991,935 to be paid as follows:

• 5% down payment of $49,596.75, with $24,798 due on October 17, 2011 and $24,798.25 due on December 1, 2011;

• A lump sum payment of $297,580.50 to be paid within five business days after the customer receives an anticipated cash grant for the project from the U.S. Treasury Department. The payment will be equal to the amount of the grant;

• A stream of monthly payments estimated to total $334,361. These monthly payments will commence when the customer begins to receive incentive payments related to the project from the Imperial Irrigation District Utility Company. The actual monthly payments will be equal to the monthly incentive payments received by the customer;

• A stream of monthly payments totaling $310,396.75, to be paid in 84 monthly installments of $3,695.20, with payments to begin within five days after the system is approved by the local city administrator and the local utility company.

In addition, we have agreed to provide certain warranties to the customer regarding workmanship, minimum nominal power outputs of the system, and other matters. We expect to begin work on the system in early 2012.

The foregoing is a summary of the material terms of the Contract and is not a complete description of its contents. The Contract is filed herewith as Exhibit 10.1

SECTION 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

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: October 18, 2011