UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): February 714, 2011

Solar Park Initiatives, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-143672	80-0189455
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	IRS Employer Identification Number)

818 A1A North

Suite 201

Ponte Vedra Beach, Florida 32082

(Address of principal executive offices)

(904) 644-6090

(Registrant's telephone number, including area code)

Copies to:

Stephen M. Fleming, Esq.

Law Offices of Stephen M. Fleming PLLC

49 Front Street, Suite 206

Rockville Centre, New York 11570

Phone: (516) 833-5034

Fax: (516) 977-1209

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))

Item 1.01 Entry Into Aa Material Definitive Agreement

Item 2.~~03 Creation~~01 Completion of aAcquisition ~~Direct~~or ~~Financial~~Disposition ~~Obligation~~of Assets

~~Item~~On 3February 15, 2011, Solar Park Initiatives, Inc.~~02 Unregistered~~ ~~Sales~~(the “Company”) entered into and closed an Asset Purchase Agreement (the “APA”) with Solar Energy Initiatives, Inc. (“SEI”) pursuant to which the Company purchased from SEI certain assets relating to the Solar EOS program including course and instructional materials, vendor contract information, funding information for state programs and a rental agreement in Kingtree, South Carolina (collectively, the “SEI Assets”). Further, the Company has agreed to pay SEI 10% of ~~Equity~~the ~~Securities~~adjusted gross profit derived from the operation of the education program for a period of three years ending February 14, 2014.

OnIn ~~February~~consideration 7,for ~~2011,~~the ~~Solar~~purchase ~~Park~~and ~~Initiatives,~~sale ~~Inc.~~of (the “SEI Assets, the Company”) ~~entered into~~ assumed a ~~Securities Purchase Agreement with Asher~~ ~~Enterprises,~~liability ~~Inc.~~in ~~("Asher")~~the amount of approximately $25,000, ~~for~~made ~~the~~a ~~sale~~cash payment of an$10,000 8%at ~~convertible~~closing ~~note~~and issued SEI a Promissory Note in the principal amount of $60165,~~000~~244 ~~(the~~with ~~"Note")~~7. ~~The~~5% ~~financing~~interest ~~closed~~that onis ~~February~~payable ~~10,~~over ~~2011~~a period of 36 months payable in three equal installments annually.

~~The Note bears interest at~~SEI ~~the~~owns ~~rate~~approximately ~~of 8~~22% ~~per annum. All interest and principal must be repaid on November 9, 2011. The Note is convertible into common stock, at Asher’s option, at a 39% discount to the average~~ of the ~~three~~issued ~~lowest~~and ~~closing~~outstanding ~~bid~~shares ~~prices~~ of ~~the~~ common stock ~~during~~of the ~~10 trading day period prior to conversion~~Company. InEverett ~~the~~Airington ~~event~~and ~~the~~Pierre ~~Company~~Besuchet, ~~prepays~~two ~~the~~directors ~~Note~~of ~~in full,~~ the Company, isalso ~~required~~serve toas ~~pay~~directors ~~off~~of ~~all~~SEI. Messrs ~~principal,~~Airington ~~interest~~ and ~~any~~Besuchet ~~other~~recused ~~amounts~~themselves ~~owing~~from ~~multiplied~~voting byon ~~(i)~~this ~~130%~~matter. The ifconsideration ~~prepaid~~paid ~~during~~by the ~~period~~Company ~~commencing~~to onSEI ~~the~~was ~~closing~~determined ~~date~~ through 90an ~~days~~arms-length ~~thereafter,~~negotiation ~~(ii)~~between ~~135% if prepaid 91 days following~~ the ~~closing~~Company ~~through~~and ~~120~~SEI ~~days following the closing, (iii) 140% if prepaid 121 days following the closing through 151 days following the closing~~ and ~~(iv)~~approved ~~150%~~by ifall ~~prepaid~~non-conflicted ~~151~~directors ~~days following the closing through 180 days following the closing. After the expiration~~ of ~~180~~each ~~days following the date~~ of the ~~Note, the Company has no right of prepayment~~parties.

~~Asher has~~Item agreed to restrict its ability to convert the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and their affiliates after such conversion or exercise does not exceed 49.~~99%~~01 Financial ofStatements ~~the then issued~~ and ~~outstanding shares of common stock~~Exhibits. ~~The total net proceeds the Company received from this Offering on February 7, 2011 was $57,000.~~

~~The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended~~ (~~the "Act"~~a) ~~for~~Financial ~~the~~statements ~~private placement~~ of ~~these securities pursuant to Section 4(2)~~businesses of the Act and/or Regulation D promulgated there under since, among other things, the transaction did not involve a public offering, Asher is an accredited investor, Asher had access to information about the Company and their investment, Asher took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securitiesacquired.

~~Item~~Audited ~~9.01~~ Financial Statements ~~and~~for ~~Exhibits~~the year ended September 30, 2010 (to be filed by amendment)

Unaudited Financial Statements for the month ended December 31, 2010 (c)to ~~Exhibits.~~be filed by amendment)

Exhibit Number		Description
4.1		Securities Purchase Agreement, dated February 7, 2011, by and among the Company and the Asher Enterprises, Inc.
4.2		Convertible Promissory Note issued to Asher Enterprises, Inc.

(b)	Pro forma financial information.

Pro Forma Financial Statements (to be filed by amendment)

(c)	Shell company transactions.

Not applicable

(d)

Exhibits

Exhibit No.

Description of Exhibit

4.1	Promissory Note dated February 15, 2011 issued by Solar Park Initiatives, Inc. to Solar Energy Initiatives, Inc.

10.1	Asset Purchase Agreement dated February 15, 2011, by and among Solar Energy Initiatives, Inc. and Solar Park Initiatives, Inc.

10.2	Royalty Agreement between Solar Park Initiatives, Inc. and Solar Energy Initiatives, Inc. dated February 15, 2011

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.

	SOLAR PARK INITIATIVES, INC.
Date: February 11, 2011	By:	/s/ David J.Surette
Date: February 17, 2011	By:	/s/ David J.Surette
		David J. Surette
		Chief Executive Officer & Chief Financial Officer

Filing Compare · Solar Park Initiatives, Inc.