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                               May 9, 2022

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

                                                        Re: Principal Solar,
Inc.
                                                            Amendment No. 1 to
                                                            Offering Statement
on Form 1-A
                                                            Filed May 2, 2022
                                                            File No. 024-11809

       Dear Mr. Toussaint:

             We have reviewed your amended 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.

       Amendment No. 1 to Offering Statement on Form 1-A

       General

   1.                                                   It appears that you are
seeking to register the primary issuance of shares of common stock
                                                        underlying $641,060 in
principal and interest of outstanding convertible promissory
                                                        notes issued to
investors in a private placement. Please provide your analysis as to why
                                                        you believe you are
eligible to register the primary issuance of these underlying common
                                                        shares to private
placement purchasers as these shares appear to have been offered
                                                        privately.
Alternatively, please revise your offering statement to indicate that the
offering
                                                        statement does not
cover the offer and sale of these underlying securities. For guidance,
                                                        refer to Securities Act
Sections Compliance and Disclosure Interpretations 103.04
                                                        and 239.15.
 K. Bryce Toussaint
Principal Solar, Inc.
May 9, 2022
Page 2

       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
May 9, 2022 Page 2
cc:       Eric Newlan
FirstName LastName