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): December 13, 2010

AGRISOLAR SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)

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 13, 2010, the Registrant sold a total of 1,075,715 shares of Series AA 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 $376,500.

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 a single investor who was not a US person.

The Shares are convertible at any time by the holder thereof into Units consisting of one share of common stock of the Registrant and one-half warrant to purchase an additional share of common stock of the Registrant.  In addition, the Shares automatically convert into Units consisting of one share of common stock of the Registrant and one-half 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 at a bid price of not less than $0.75 per share. Each whole 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.

- 2 -