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                            November 5, 2020

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

                                                        Re: Principal Solar,
Inc.
                                                            Amendment No. 3 to
Offering Statement on Form 1-A
                                                            Filed October 28,
2020
                                                            File No. 024-11253

       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, 3 to Offering Statement on Form 1-A

       Executive Compensation, page 39

   1.                                                   We note your revised
disclosure that the table on page 39 represents information regarding
                                                        the total compensation
of your officers and directors for the period ended June 30, 2020.
                                                        Please revise to
clarify Mr. Toussaint's annual compensation as executive officer and
                                                        director during your
last completed fiscal year. In addition, describe the compensation to
                                                        be paid under the
employment agreements with your executive officers. Refer to Item 11
                                                        of Part II of Form 1-A.
 K. Bryce Toussaint
Principal Solar, Inc.
November 5, 2020
Page 2

        You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or
Ethan
Horowitz, Accounting Branch Chief, at 202-551-3311 if you have questions
regarding comments
on the financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Laura Nicholson, Special Counsel, at 202-551-6548
with any other
questions.



                                                          Sincerely,
FirstName LastNameK. Bryce Toussaint
                                                          Division of
Corporation Finance
Comapany NamePrincipal Solar, Inc.
                                                          Office of Energy &
Transportation
November 5, 2020 Page 2
cc:       Donnell Suares, Esq.
FirstName LastName