UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

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): ~~December~~August 1326, ~~2010~~2011

AGRISOLAR SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)



Colorado	333-141201	20-5614030
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

90 Madison Street, Suite 701

Denver, CO 80206

(Address of principal executive offices)

Registrant’s telephone number, including area code: 303-329-3008

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:

[ ] 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 DFR 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 -

ITEM 3.02 – UNREGISTERED SALES OF EQUITY SECURITIES

On ~~December~~August 1326, ~~2010~~2011, the Registrant sold a total of 1714,~~075,715~~285 shares of Series AAAAA Convertible Preferred Stock (the “Shares”) in a private offering. The Shares were sold for cash for an offering price of $0.35 per Share, and there were no underwriting discounts or commissions. The total consideration received by the Registrant for sale of the shares was $~~376~~250,~~500~~000.

The Shares were sold in reliance upon an exemption from registration provided by Regulation S under the Securities Act of 1933. The Registrant’s reliance on the exemption from registration provided by Regulation S was based on the fact that the Shares were sold in a private offshore transaction to athree ~~single~~investors ~~investor~~ who ~~was~~were not a US ~~person~~persons.

~~The~~Each ~~Shares~~Share ~~are~~has ~~convertible~~a atstated ~~any~~value ~~time by the holder thereof into Units consisting~~ of ~~one~~$0.35 per share ~~of common stock of the Registrant~~ and ~~one-half~~is ~~warrant~~entitled to ~~purchase~~one anvote ~~additional~~for each share ~~of common stock of the Registrant~~held. InThe ~~addition,~~holders ~~the Shares automatically convert into Units consisting~~ of ~~one share of common stock of~~ the ~~Registrant~~Shares ~~and~~are ~~one-half~~entitled ~~warrant~~ to ~~purchase~~ an ~~additional~~annual ~~share~~dividend ofat ~~common~~the ~~stock~~rate of ~~the Registrant~~4%, ~~without~~payable ~~any~~in ~~action~~cash, ~~by the holder thereof~~semi-annually, in arrears. In the event ~~that~~of ~~for ten (10) consecutive trading days~~liquidation, the ~~common~~holders ~~stock~~ of the ~~Registrant~~Shares ~~trades~~are aentitled ~~minimum~~to ~~volume~~a preference of ~~100,000~~$0.35 ~~shares~~ per ~~day~~share, onin ~~the~~cash, ~~OTC~~equal ~~Bulletin~~to ~~Board~~100% ~~at a bid price~~ of ~~not~~the ~~less~~stated ~~than~~value ~~$0.75~~for ~~per~~each share. ~~Each~~outstanding, ~~whole~~plus ~~warrant~~an ~~entitles~~amount ~~the~~equal ~~holder thereof~~ to ~~purchase~~all ~~one~~accrued ~~additional~~but ~~share~~unpaid ofdividends ~~the~~thereon, ~~Registrant’s~~whether ~~common~~or ~~stock~~not atdeclared. aHowever, ~~price~~the ofSeries ~~$0.70~~AAA ~~per~~Preferred ~~share~~Stock atis ~~any~~subordinate ~~time~~to ~~during~~ the ~~period~~Series ofAA 5Preferred ~~years~~Stock ~~following~~with ~~the~~respect ~~date~~to ofdividend ~~initial~~rights ~~issuance~~and ofrights ~~the~~on ~~Shares~~liquidation.

At the option of the holders, each of the Shares may be converted into one (1) share of our common stock and one warrant to purchase common stock, together with the payment of all accrued but unpaid dividends in the form of common stock at a price of $0.35 per share. In addition, the Shares automatically convert into Units consisting of one share of common stock of the Registrant and one warrant to purchase an additional share of common stock of the Registrant, without any action by the holder thereof, in the event that for ten (10) consecutive trading days, the common stock of the Registrant trades a minimum volume of 100,000 shares per day on the OTC Bulletin Board, or any other market where the shares are traded, at a bid price of not less than $0.75 per share. Each warrant entitles the holder thereof to purchase one additional share of the Registrant’s common stock at a price of $0.70 per share at any time during the period of 5 years following the date of initial issuance of the Shares.

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 duly authorized.

AgriSolar Solutions, Inc. (Registrant) Date: ~~January~~August 1130, 2011 /s/ Arnold Tinter, Chief Financial Officer

- 2 -

Filing Compare · AgriSolar Solutions, Inc.