United States securities and exchange commission logo





                              March 17, 2022

       K. Bryce Toussaint
       Chief Executive Officer
       Principal Solar, Inc.
       100 Crescent Court, Suite 700
       Dallas, TX 75201

                                                        Re: Principal Solar,
Inc.
                                                            Offering Statement
on Form 1-A
                                                            Filed February 23,
2022
                                                            File No. 024-11809

       Dear Mr. Toussaint:

              We have reviewed your offering statement and have the following
comments. In some of
       our comments, we may ask you to provide us with information so we may
better understand your
       disclosure.

              Please respond to this letter by amending your offering statement
and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response. After reviewing any amendment to your offering statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form 1-A

       Business, page 29

   1.                                                   Please expand your
disclosure to discuss in greater detail your electric vehicle business,
                                                        including quantifying
your minority interest in eTruck and describing the material terms
                                                        of your licensing
agreement with IPLT for the exclusive and non-exclusive right to
                                                        manufacture and
distribute fully electric heavy vehicles in North American markets and
                                                        acquisition of Double H
Services. In addition, please clarify Double H Services' current
                                                        business. In that
regard, we note that here you describe Double H Services as a trucking
                                                        company, but page F-10
describes it as a company providing contracted oilfield services
                                                        to 16 companies.
       Exhibits

   2.                                                   Please file your
licensing agreement with IPLT and any agreement related to your
                                                        acquisition of Double H
Services and investment in eTruck as exhibits to this offering
 K. Bryce Toussaint
Principal Solar, Inc.
March 17, 2022
Page 2
       statement, or tell us why you believe you are not required to do so.
Refer to Part III, Item
       17(6) of Form 1-A.
3.     Please have counsel revise its opinion to opine on all securities
covered by the offering
       statement, including the 21,591,050 shares to be offered by the selling
shareholder.
        We will consider qualifying your offering statement at your request. In
connection with
your request, please confirm in writing that at least one state has advised you
that it is prepared
to qualify or register your offering. If a participant in your offering is
required to clear its
compensation arrangements with FINRA, please have FINRA advise us that it has
no objections
to the compensation arrangements prior to qualification.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Cheryl Brown, Law Clerk, at (202) 551-3905 or Karina
Dorin, Staff
Attorney, at (202) 551-3763 with any questions.



                                                              Sincerely,
FirstName LastNameK. Bryce Toussaint
                                                              Division of
Corporation Finance
Comapany NamePrincipal Solar, Inc.
                                                              Office of Energy
& Transportation
March 17, 2022 Page 2
cc:       Eric Newlan
FirstName LastName