PART II AND III

File No. 024-11809

As filed with the Securities and Exchange Commission on May 2, 2022

PART II - INFORMATION REQUIRED IN OFFERING CIRCULAR

Preliminary Offering Circular dated May 2, 2022

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission (the “SEC”). Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the SEC is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

OFFERING CIRCULAR

Principal Solar, Inc.

250,000,000 Shares of Common Stock

By this Offering Circular, Principal Solar, Inc., a Delaware corporation, is offering for sale a maximum of 250,000,000 shares of its common stock (the “Company Offered Shares”), at a fixed price of $_____ [0.008-0.05] per share (the price to be fixed by a post-qualification supplement), pursuant to Tier 1 of Regulation A of the United States Securities and Exchange Commission (the “SEC”). In addition, a single selling shareholder, Granite Global Value Investments Ltd. (the “Selling Shareholder”) is offering up to 21,591,050 shares of our common stock currently outstanding (the “Selling Shareholder Offered Shares”) (collectively, the Company Offered Shares and the Selling Shareholder Offered Shares are referred to as the “Offering Shares”). We will not receive any of the proceeds from the sale of the Selling Shareholder Offered Shares in this offering. We will pay all of the expenses of the offering (other than the discounts and commissions payable with respect to the Selling Shareholder Offered Shares sold in the offering).

A minimum purchase of $10,000 of the Company Offered Shares is required in this offering; any additional purchase must be in an amount of at least $1,000. This offering is being conducted on a best-efforts basis, which means that there is no minimum number of Company Offered Shares that must be sold by us for this offering to close; thus, we may receive no or minimal proceeds from this offering. All proceeds from this offering will become immediately available to us and may be used as they are accepted. Purchasers of the Company Offered Shares will not be entitled to a refund and could lose their entire investments.

Upon qualification of this offering by the SEC, a total of approximately $641,060 in principal and interest of outstanding convertible promissory notes (collectively, the “Subject Convertible Notes”) will, by the terms of the Subject Convertible Notes, be eligible for conversion into Offering Shares (the Offering Shares issued upon conversion of the Subject Convertible Notes are referred to as the “Conversion Shares”), at the election of their respective holders, at the offering price for all of the Offering Shares, $_____ [0.008-0.05] per share converted. (See “Use of Proceeds” and “Plan of Distribution”).

Please see the “Risk Factors” section, beginning on page 4, for a discussion of the risks associated with a purchase of the Offering Shares.

We estimate that this offering will commence on or around May 15, 2022; this offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion. (See “Plan of Distribution”).

Title of class of securities offered and offeror of securities	Number of Shares Offered	Price Per Share		Commissions(1)			Proceeds to Company(2)(3)		Proceeds to Selling Shareholder(4)
Common Stock Offered By Our Company	250,000,000	$	[0.008-0.05]	$	-0-	$	[2,500,000-12,500,000](5)	$	-0-
Common Stock Offered by Selling Shareholder	21,591,050	$	[0.008-0.05]	$	-0-	$	-0-	$	[215,910-1,079,552]

(1) We do not intend to offer and sell the Company Offered Shares through registered broker-dealers or utilize finders. However, should we determine to employ a registered broker-dealer of finder, information as to any such broker-dealer or finder shall be disclosed in an amendment to this Offering Circular.

(2) Does not account for the payment of expenses of this offering estimated at $23,000. See “Plan of Distribution.”

(3) Assumes that all of the Company Offered Shares offered are sold.

(4) Assumes that all of the Selling Shareholder Offered Shares offered are sold.

(5) The amount of proceeds received by us includes the $431,060 in principal and interest of the Subject Convertible Notes that, upon qualification of this offering by the SEC, may be converted into Company Offered Shares, at the election of their respective holders of the Subject Convertible Notes. After deducting the aggregate principal amount of the Subject Convertible Notes, we will receive cash proceeds from sales of the Company Offered Shares equal to $________[1,358,940-11,858,940].

Our common stock is quoted in the over-the-counter under the symbol “PSWW” in the OTC Pink marketplace of OTC Link. On April 29, 2022, the closing price of our common stock was $0.0255 per share.

Investing in the Offering Shares is speculative and involves substantial risks, including the superior voting rights of our outstanding shares of Series B Non-Convertible Preferred Stock, which preclude current and future owners of our common stock, including the Offering Shares, from influencing any corporate decision. The Series B Non-Convertible Preferred Stock has the following voting rights: the outstanding shares of Series B Non-Convertible Preferred Stock shall represent 80% of all votes entitled to be voted in all matters requiring shareholder approval. Our Chief Executive Officer, as the owner of all outstanding shares of the Series B Non-Convertible Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offering Shares”).

THE SEC DOES NOT PASS UPON THE MERITS OF, OR GIVE ITS APPROVAL TO, ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The use of projections or forecasts in this offering is prohibited. No person is permitted to make any oral or written predictions about the benefits you will receive from an investment in Offering Shares.

No sale may be made to you in this offering if you do not satisfy the investor suitability standards described in this Offering Circular under “Plan of Distribution-State Law Exemption” and “Offerings to Qualified Purchasers-Investor Suitability Standards” (page 4). Before making any representation that you satisfy the established investor suitability standards, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

This Offering Circular follows the disclosure format of Form S-1, pursuant to the General Instructions of Part II(a)(1)(ii) of Form 1-A.

The date of this Offering Circular is _________ , 2022.

TABLE OF CONTENTS

	Page
Cautionary Statement Regarding Forward-Looking Statements	1
Offering Circular Summary	1
Risk Factors	4
Dilution	16
Use of Proceeds	18
Plan of Distribution	20
Description of Securities	23
Business	27
Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
Directors, Executive Officers, Promoters and Control Persons	41
Executive Compensation	43
Security Ownership of Certain Beneficial Owners, Management and the Selling Shareholder	45
Certain Relationships and Related Transactions	47
Legal Matters	47
Where You Can Find More Information	47
Index to Financial Statements	48

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Offering Circular includes some statements that are not historical and that are considered forward-looking statements. Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations). These forward-looking statements express our expectations, hopes, beliefs and intentions regarding the future. In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. We cannot guarantee future performance, or that future developments affecting our company will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.

All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below in the Risk Factors section. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

OFFERING CIRCULAR SUMMARY

The following summary highlights material information contained in this Offering Circular. This summary does not contain all of the information you should consider before purchasing our common stock. Before making an investment decision, you should read this Offering Circular carefully, including the Risk Factors section and the unaudited consolidated financial statements and the notes thereto. Unless otherwise indicated, the terms we, us and our refer and relate to Principal Solar, Inc., a Delaware corporation, including its wholly-owned subsidiary: Bayou Road Investments, Inc., a Delaware corporation

Our Company

Our company was incorporated under the laws of the State of New York on February 25, 1972, under the name Greenstone Ad Agency, Inc. In October 2012, our company changed domicile to the State of Delaware and our corporate name changed to Principal Solar, Inc. In July 2018, we entered into a transaction whereby our Chief Executive Officer, K. Bryce Toussaint, acquired control of our company and, in December 2019, we entered into a series of transaction whereby we acquired the right to exploit a proprietary process (the “Tokata Process”) and utilize an associated apparatus useful in achieving enhanced oil production. In addition to these efforts, we have recently become a participant in the electric vehicle industry. Please see “Business,” for a complete description of our company and our business.

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Offering Summary

Shares of common stock offered by us	250,000,000 shares of common stock, par value $0.001 (the Company Offered Shares).
Shares of common stock offered by the Selling Shareholder	21,591,050 shares of common stock, par value $0.001 (the Selling Shareholder Offered Shares).
Offering Price	$._____[$0.008-$.05] per Offering Share.
Shares Outstanding Before This Offering	277,191,013 shares issued and outstanding as of the date hereof
Shares Outstanding After This Offering	527,191,013 shares issued and outstanding, assuming the sale of all of the Company Offered Shares hereunder.
Minimum Number of Shares to Be Sold in This Offering	None.
Disparate Voting Rights	Our outstanding shares of Series B Non-Convertible Preferred Stock possess superior voting rights, which preclude current and future owners of our common stock, including the Offering Shares, from influencing any corporate decision. The Series B Non-Convertible Preferred Stock has the following voting rights: the outstanding shares of Series B Non-Convertible Preferred Stock shall represent 80% of all votes entitled to be voted in all matters requiring shareholder approval. Our Chief Executive Officer, K. Bryce (“Rick”) Toussaint, as the owner of all of the outstanding shares of the Series B Non-Convertible Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Risk Factors—Risks Related to a Purchase of the Offering Shares” and (“Security Ownership of Certain Beneficial Owners, Management and the Selling Shareholder”).
Investor Suitability Standards	The Offering Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.
Market for our Common Stock	Our common stock is quoted in the over-the-counter market under the symbol “PSWW” in the OTC Pink marketplace of OTC Link.
Termination of this Offering	This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering circular being qualified by the SEC and (c) the date on which this offering is earlier terminated by us, in our sole discretion.
Conversion of the Subject Convertible Notes	Upon qualification of this offering by the SEC, a total of approximately $641,060 in principal and interest of the Subject Convertible Notes will, by the terms of the Subject Convertible Notes, be eligible for conversion into Company Offered Shares (the Conversion Shares), at the election of their respective holders, at the offering price for all of the Offering Shares, or $_____[0.008-0.05]. We would realize approximately $641,060 of proceeds from the sale and issuance of the Conversion Shares and there would be __________ [169,867,500-237,178,800] Company Offered Shares remaining for sale pursuant to this Offering Circular. (See “Use of Proceeds” and “Plan of Distribution”).
Use of Proceeds	We will apply the proceeds of this offering for product license payments, vehicle prototype development, natural gas reserves, professional consultants, executive compensation, general and administrative expenses and working capital. (See “Use of Proceeds”).
Risk Factors	An investment in the Offering Shares involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investments. You should carefully consider the information included in the Risk Factors section of this Offering Circular, as well as the other information contained in this Offering Circular, prior to making an investment decision regarding the Offering Shares.
Corporate Information	Our principal executive offices are located at 100 Crescent Court, Suite 700, Dallas, Texas 75201; our telephone number is 713-590-3636; our corporate website is located at www.pswwenergy.com. No information found on our company’s website is part of this Offering Circular

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Continuing Reporting Requirements Under Regulation A

As a Tier 1 issuer under Regulation A, we will be required to file with the SEC a Form 1-Z (Exit Report Under Regulation A) upon the termination of this offering. We will not be required to file any other reports with the SEC following this offering.

However, during the pendency of this offering and following this offering, we intend to file quarterly and annual financial reports and other supplemental reports with OTC Markets, which will be available at www.otcmarkets.com.

All of our future periodic reports, whether filed with OTC Markets or the SEC, will not be required to include the same information as analogous reports required to be filed by companies whose securities are listed on the NYSE or NASDAQ, for example.

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RISK FACTORS

An investment in the Offering Shares involves substantial risks. You should carefully consider the following risk factors, in addition to the other information contained in this Offering Circular, before purchasing any of the Offering Shares. The occurrence of any of the following risks might cause you to lose a significant part of your investment. The risks and uncertainties discussed below are not the only ones we face, but do represent those risks and uncertainties that we believe are most significant to our business, operating results, prospects and financial condition. Some statements in this Offering Circular, including statements in the following risk factors, constitute forward-looking statements. (See “Cautionary Statement Regarding Forward-Looking Statements”).

Risks Associated with the COVID-19 Pandemic

It is possible that the Coronavirus (“COVID-19”) pandemic could cause long-lasting stock market volatility and weakness, as well as long-lasting recessionary effects on the United States and/or global economies. Should the negative economic impact caused by the COVID-19 pandemic result in continuing long-term economic weakness in the United States and/or globally, our ability to expand our business would be severely negatively impacted. It is possible that our company would not be able to sustain during any such long-term economic weakness.

The COVID-19 pandemic did not require the closure of our operations. We did suspend in-person client and business development meetings in late March 2020, but resumed such efforts in the first half of 2021. During the timeframe in which in-person meetings were suspended, we reallocated resources to on-line client and business development.

Risks Related to Our Company

We have incurred losses in prior periods, and losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows. We have incurred losses in prior periods. For the year ended December 31, 2021, we incurred a net loss of $10,295,044 (unaudited) and, as of that date, we had an accumulated deficit of $40,759,642 (unaudited). For the year ended December 31, 2020, we incurred a net loss of $15,690,603 (unaudited) and, as of that date, we had an accumulated deficit of $29,626,183 (unaudited). Any losses in the future could cause the quoted price of our common stock to decline or have a material adverse effect on our financial condition, our ability to pay our debts as they become due, and on our cash flows.

Our financial statements are not independently audited, which could result in errors and/or omissions in our financial statements if proper standards are not applied. Although we are confident with our accountant, Whitley Penn, LP, we are not required to have our financial statements audited by a certified Public Company Accounting Oversight Board (“PCAOB”). As such, our accountant does not have a third party reviewing the accounting. Our accountant may also not be up to date with all publications and releases put out by the PCAOB regarding accounting standards and treatments. This could mean that our unaudited financials may not properly reflect up to date standards and treatments resulting misstated financials statements.

We possess inadequate documentation for our financial statements from prior years and may have undiscovered liabilities and other items. Financial statements from prior years are not supported by adequate documentation. For example, with regard to our liabilities from earlier years, we are unable to document the amount of these liabilities, to whom they are owed, and the terms of these liabilities. As a result of such deficiencies, the Company may be faced with as yet undiscovered liabilities and other items that might impact the Company's financial statements. Additionally, the Company may be unable to produce audited financial statements.

There is doubt about our ability to continue as a viable business. We have not earned a profit from our operations during recent financial periods. There is no assurance that we will ever earn a profit from our operations in future financial periods.

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We may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial resources with which to establish our new business strategies. There is no assurance that we will be able to obtain sources of financing, including in this offering, in order to satisfy our working capital needs.

We do not have a successful operating history. For the year ended December 31, 2021, and the nine months ended September 30, 2021, we generated a net loss from operations, which makes an investment in the Offering Shares speculative in nature. Because of this lack of operating success, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the implementation of new business strategies, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing greater awareness. Our performance and business prospects will suffer if we are unable to overcome the following challenges, among others:

· our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a going concern;

· our ability to execute our business strategies;

· our ability to manage our expansion, growth and operating expenses;

· our ability to finance our business;

· our ability to compete and succeed in highly a competitive industry; and

· future geopolitical events and economic crisis.

We have limited operational history in an emerging industry, making it difficult to accurately predict and forecast business operations. As we have limited operations in our business and have yet to generate revenue, it is extremely difficult to make accurate predictions and forecasts on our finances. This is compounded by the fact that we operate in the oil extraction industry, which is a rapidly transforming industry. There is no guarantee that our products or services will remain attractive to potential and current users as this industry undergoes rapid change, or that potential customers will utilize our services.

There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.

We may not be successful in establishing our crude oil extraction or our electric vehicle business models. We are unable to offer assurance that we will be successful in establishing either our crude oil extraction business model or our electric vehicle business model. Should we fail to do so, you can expect to lose your entire investment in the Offering Shares.

We may never earn a profit in future financial periods. Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit in future financial periods.

If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.

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Our management has a limited experience operating a company and is subject to the risks commonly encountered by early-stage companies. Although our executive officers have experience in operating small companies, they have not had to manage expansion of a company. Many investors may treat us as an early-stage company. In addition, management has not overseen a company with large growth. Because we have a limited operating history, our operating prospects should be considered in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. These risks include:

· risks that we may not have sufficient capital to achieve our growth strategy;

· risks that we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers’ requirements;

· risks that our growth strategy may not be successful; and

· risks that fluctuations in our operating results will be significant relative to our revenues.

We currently depend on the efforts of our Chief Executive Officer; the loss of this executive could disrupt our operations and adversely affect the further development of our business. Our success in implementing our business strategies will depend, primarily, on the continued service of our Chief Executive Officer, K. Bryce Toussaint. The loss of service of Mr. Toussaint, for any reason, could seriously impair our ability to execute our business plan, which could have a materially adverse effect on our business and future results of operations. We have entered into an employment agreement with Mr. Toussaint. We have not purchased any key-man life insurance.

If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.

Our business strategies are not based on independent market studies. We have not commissioned any independent market studies with respect to the crude oil extraction industry or the electric vehicle industry. Rather, our plans for implementing our business strategies and achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in establishing our business.

Natural disasters and other events beyond our control could materially adversely affect us. Natural disasters or other catastrophic events may cause damage or disruption to our operations, international commerce and the global economy, and, thus, could have a strong negative affect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers and could decrease demand for our services.

Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our debt. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the outstanding convertible notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.

Our operating expenses could increase without a corresponding increase in revenues. Our operating and other expenses could increase without a corresponding increase in revenues, which could have a material adverse effect on our consolidated financial results and on an investment in the Offering Shares. Factors which could increase operating and other expenses include, but are not limited to (1) increases in the rate of inflation, (2) increases in taxes and other statutory charges, (3) changes in laws, regulations or government policies which increase the costs of compliance with such laws, regulations or policies, (4) significant increases in insurance premiums, and (5) increases in borrowing costs.

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Changes in the economy could have a detrimental impact on our company. Changes in the general economic climate could have a detrimental impact on consumer expenditure and therefore on the Company’s revenue. It is possible that recessionary pressures and other economic factors (such as declining incomes, future potential rising interest rates, higher unemployment and tax increases) may adversely affect customers’ confidence and willingness to spend. Any of such events or occurrences could have a material adverse effect on the Company’s consolidated financial results and on your investment.

Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers. In the future we may be subject to additional litigation, including potential class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date, we have not obtained directors and officers liability (“D&O”) insurance. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

Our Board of Directors may change our policies without shareholder approval. Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.

We believe that certain prior corporate actions undertaken by us pursuant to the purported authority and approval of our preferred stockholders, including our March 2011 reverse stock split, were completed without effective stockholder approval and in violation of state statutes. In March 2011, the Company paid approximately $89,007 to Pegasus Funds LLC (“Pegasus”) and issued two shares of Series A Super Voting Preferred Stock (the “Series A Super”) for finding a public shell company, for structuring the Principal Solar Exchange Agreement, and as compensation for monies paid by Pegasus in connection with the renewal of the Company’s charter. Among other powers provided to the Series A Super by the Board of Directors was that each share of Series A Super provided the holder thereof the right to vote a number of voting shares equal to the total number of shares of authorized common stock of the Company on any and all stockholder matters (effectively providing such Series A Super stockholders majority voting control over the Company). Subsequently, in March 2011, we, with the approval of our Board of Directors and the Series A Super stockholders (purporting to vote a majority of our outstanding voting shares) affected a 1 for 40 reverse split of our outstanding shares such that, each share of common stock of the Company then outstanding, par value $0.01 per share was exchanged for one-fortieth (0.025) of a share of common stock, which reverse stock split became effective with FINRA on May 25, 2011.

In connection with the due diligence associated with the preparation and filing of a registration statement, it came to the attention of our current management (who were appointed subsequent to the purported approval of the reverse stock split by the holders of the Series A Super as described above), that no preferred stock designation setting the preferences and rights (including the voting rights) of the Series A Super was ever filed with the Secretary of State of New York (where the Company was then domiciled) and as such Pegasus, as the holder of the Series A Super, did not obtain any valid voting rights associated with such Series A Super or have any rights in connection therewith. Consequently, the purported approval by Pegasus of the reverse split in March 2011 was not valid and such corporate action was in effect taken without valid stockholder approval in contravention of New York law.

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Notwithstanding the above, the documentation relating to the reverse split was filed with, and accepted by, the Secretary of State of New York and approved by FINRA. Additionally, in October 2012 the Company re-domiciled to Delaware and adopted a new Certificate of Incorporation in connection with re-domiciling. As such, we believe that the reverse stock split was effectively retroactively approved by stockholders of the Company in connection with such re-domiciling (due to the approval by the Company’s stockholders of a new Certificate of Incorporation retroactively reflecting such reverse stock split). We could face liability and claims and could be forced to pay damages, take remedial actions, or further ratify the reverse stock split in the future, which costs and expenses could have a material adverse effect on our results of operations and liquidity. Furthermore, the fact that certain of our corporate actions were not affected properly, the perception in the marketplace that such corporate actions were not affected properly, or uncertainties associated therewith, could raise questions about our corporate governance and controls and procedures and result in the trading value of our common stock, if any, being lower than companies without similar issues.

Risks Related to Our Oil Extraction Business

Our crude oil extraction business strategies may not be successful. Should we fail to develop sales of our crude oil extraction technologies, our operations will be adversely affected.

We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected. We operate in a highly competitive environment. Our competition includes all other companies that are in the business of TEAL energy development or other energy development technologies. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.

We may not be able to compete successfully with other established companies offering the same or similar services and, as a result, we may not achieve our projected revenue and user targets. If we are unable to compete successfully with other businesses in our existing market, we may not achieve our projected revenue and/or customer targets. We compete with both start-up and established energy development companies. Compared to our business, some of our competitors may have greater financial and other resources, have been in business longer, have greater name recognition and be better established in the energy markets.

We may not be able to successfully compete against companies with substantially greater resources. The industry(oil extraction) in which we operate in general is subject to intense and increasing competition. Some of our competitors may have greater capital resources, facilities, and diversity of product lines, which may enable them to compete more effectively in this market. Our competitors may devote their resources to developing and marketing products that will directly compete with our product lines. Due to this competition, there is no assurance that we will not encounter difficulties in obtaining revenues and market share or in the positioning of our products. There are no assurances that competition in our respective industries will not lead to reduced prices for our products. If we are unable to successfully compete with existing companies and new entrants to the market this will have a negative impact on our business and financial condition.

Technological change and competition may render our products obsolete. The oil extraction industry continues to undergo rapid change, competition is intense, and we expect it to increase over time. Competitors may succeed in developing technologies and products that are more effective or affordable than those we are developing or that would render our products obsolete or non-competitive. Many of our competitors have substantially greater experience, financial and technical resources and production and development capabilities than we do. Accordingly, some of our competitors may succeed in obtaining regulatory approval for products more rapidly or effectively than we can for technologies and products that are more effective and/or affordable than those we are developing.

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We are dependent upon the level of activity in the oil and gas industry, which is volatile and has caused, and may cause future, fluctuations in our operating results. The oil and gas industry historically has experienced significant volatility. Demand for our products and services depends primarily upon the number of oil rigs in operation, the number of oil and gas wells being drilled, the depth and drilling conditions of these wells, the volume of production, the number of well completions, capital expenditures of other oilfield service companies and the level of workover activity. Drilling and workover activity can fluctuate significantly in a short period, particularly in the United States. The willingness of oil and gas operators to make capital expenditures to explore for and produce oil and natural gas and the willingness of oilfield service companies to invest in capital equipment will continue to be influenced by numerous factors over which we have no control, including the:

· current and anticipated future prices for oil and natural gas;

· volatility of prices for oil and natural gas;

· ability or willingness of the members of the Organization of Petroleum Exporting Countries (“OPEC”) and other countries, such as Russia, to maintain or influence price stability through voluntary production limits;

· sanctions and other restrictions placed on certain oil producing countries, such as Russia, Iran, and Venezuela;

· level of production by non-OPEC countries including production from U.S. shale plays;

· level of excess production capacity;

· cost of exploring for and producing oil and gas;

· level of drilling activity and drilling rig day rates;

· worldwide economic activity and associated demand for oil and gas;

· public health crises and other catastrophic events, such as the coronavirus outbreak at the beginning of 2020;

· availability and access to potential hydrocarbon resources;

· national government political requirements;

· fluctuations in political conditions in the United States and abroad;

· currency exchange rate fluctuations and devaluations;

· development of alternate energy sources;

· the acceptance of our electric vehicles, once produced; and

· environmental regulations.

Expectations for future oil and gas prices cause many shifts in the strategies and expenditure levels of oil and gas companies, drilling contractors, and other service companies, particularly with respect to decisions to purchase services of the type we provide. Oil and gas prices, which are determined by the marketplace, may remain below a range that is acceptable to certain of our customers, which could reduce demand for our services and have a material adverse effect on our financial condition, results of operations and cash flows.

We could be adversely affected, if we fail to comply with any of the numerous federal, state and local laws, regulations and policies that govern environmental protection, zoning and other matters applicable to our businesses. Our business is subject to numerous federal, state and local laws, regulations and policies governing environmental protection, zoning and other matters. These laws and regulations have changed frequently in the past and it is reasonable to expect additional changes in the future. If existing regulatory requirements change, we may be required to make significant unanticipated capital and operating expenditures. We cannot assure you that our operations will continue to comply with future laws and regulations. Governmental authorities may seek to impose fines and penalties on us or to revoke or deny the issuance or renewal of operating permits for failure to comply with applicable laws and regulations. Under these circumstances, we might be required to reduce or cease operations or conduct site remediation or other corrective action which could adversely impact our operations and financial condition.

9

Our businesses expose us to potential environmental, product or personal injury liability. Our businesses expose us to the risk that harmful substances may escape into the environment or a product could fail to perform or cause personal injury, which could result in:

· personal injury or loss of life;

· severe damage to or destruction of property; or,

· environmental damage and suspension of operations.

Our future activities, could result in our facing substantial environmental, regulatory and other litigation and liabilities. These could include the costs of cleanup of contaminated sites and site closure obligations. These liabilities could also be imposed on the basis of one or more of the following theories:

· negligence;

· strict liability;

· breach of contract with customers; or,

· as a result of our contractual agreement to indemnify our customers in the normal course of business, which is normally the case.

We may not have adequate insurance for potential environmental, product or personal injury liabilities. While we maintain liability insurance, this insurance is subject to coverage limits. In addition, certain policies do not provide coverage for damages resulting from environmental contamination or may exclude coverage for other reasons. We face the following risks with respect to our insurance coverage:

· we may not be able to continue to obtain insurance on commercially reasonable terms;

· we may be faced with types of liabilities that will not be covered by our insurance;

· our insurance carriers may not be able to meet their obligations under the policies; or,

· the dollar amount of any liabilities may exceed our policy limits.

Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on our consolidated financial statements.

The adoption of climate change legislation, restrictions on emissions of greenhouse gases, or other environmental regulations could increase our operating costs or reduce demand for our products. Environmental advocacy groups and regulatory agencies in the United States and other countries have been focusing considerable attention on the emissions of carbon dioxide, methane and other greenhouse gases and their potential role in climate change. The adoption of laws and regulations to implement controls of greenhouse gases, including the imposition of fees or taxes, could adversely impact our operations and financial condition. The U.S. Congress and other governments routinely consider legislation to control and reduce emissions of greenhouse gases and other climate change related legislation, which could require significant reductions in emissions from oil and gas related operations. Additionally, recent concerns regarding the potential impact of hydraulic stimulation, or “fracking,” activities have resulted in government officials promulgating regulations to impose certain operational restrictions and disclosure requirements on oil and gas companies. Changes in the legal and regulatory environment could reduce oil and natural gas drilling activity and result in a corresponding decline in the demand for our products and services, which could adversely impact our operating results and financial condition.

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Risks Related to Our Electric Vehicle Business

Manufacturing and selling new products and technologies entails significant risks and uncertainties. A prototype vehicle for North America is in development and is expected to be completed by the fourth quarter of 2022. Thus, we have not yet manufactured any electric vehicles, nor is there any assurance that we will ever manufacture vehicles. In the future, delays or cost overruns in bringing to market our planned electric vehicles and failure of the product to meet our performance estimates may be caused by, among other things, unanticipated technological hurdles, difficulties in contracting manufacturing, changes to design and regulatory hurdles. Any of these events could materially and adversely affect our operating performance and results of operations.

We may experience significant delays or other complications in bringing to market new vehicles. Any significant delays or other complications in the manufacture and/or launch of our future vehicles, including, but not limited to, complications associated with launching our production or supply chain or regulatory approvals, could materially damage our brand, business, prospects, financial condition and operating results.

We face significant barriers in our attempt to produce our vehicle and, if we cannot successfully overcome those barriers, our business will be negatively impacted. Once a vehicle prototype has been completed, we will face significant barriers as we attempt to produce our vehicles, particularly a lack of capital. We do not yet have a manufacturing facility or manufacturing processes. We will need to contract with manufacturers with excess capacity to manufacturer our vehicles and certain components. In addition, the motor vehicle industry has traditionally been characterized by significant barriers to entry, including large capital requirements, investment costs of designing and manufacturing vehicles, long lead times to bring vehicles to market from the concept and design stage, the need for specialized design and development expertise, regulatory requirements, establishing a brand name and image, and the need to establish sales and service locations. We must successfully overcome these and other manufacturing and legal barriers to be successful.

Our long-term success will be dependent upon our ability to achieve market acceptance of our vehicles. There is no guarantee that any of our vehicles, once developed and manufactured, will be successfully accepted by the general public. There is no guarantee that demand for our vehicles will meet our expectations.

Developments and improvements in alternative technologies such as hybrid engines or in the internal combustion engine, or continued low retail gasoline prices may materially and adversely affect the demand for our vehicles. Significant developments in alternative technologies, such as advanced diesel, ethanol, fuel cells or compressed natural gas, or improvements in the fuel economy of the internal combustion engine, may materially and adversely affect our business and prospects in ways that we do not currently anticipate. If alternative energy engines or low gasoline prices make existing vehicles with greater passenger and cargo capacities less expensive to operate, we may not be able to compete with manufacturers of such vehicles.

Demand in the vehicle industry is highly volatile. Volatility of demand in the vehicle industry may materially and adversely affect our business prospects, operating results and financial condition. The markets in which we will be competing have been subject to considerable volatility in demand in recent periods. Demand for motor vehicle sales depends, to a large extent, on general, economic, political and social conditions in a given market and the introduction of new vehicles and technologies. We will have fewer financial resources than more established vehicle companies to withstand changes in the market and disruptions in demand.

The unavailability, reduction or elimination of government and economic incentives in the U.S. and abroad, supporting the development and adoption of electric vehicles could have some impact on demand for our vehicles. Electric vehicles such as ours, benefit from certain government and economic incentives supporting the development and adoption of electric vehicles. In the United States and abroad, such incentives include, among other things, tax credits or rebates that encourage the purchase of electric vehicles. Notably, the quantum of incentive programs promoting electric vehicles is a tiny fraction of the amount of incentives that are provided to gas-powered vehicles through the oil and gas industries. Nevertheless, even the limited benefits from such programs could be reduced, eliminated or exhausted. Although we believe this will have little to no impact on demand for our vehicles as we are a niche player, there may be a negative impact on demand for our future vehicles by certain purchasers.

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We will be subject to substantial regulation, which is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and operating results. Motor vehicles are subject to substantial regulation under international, federal, state, local and foreign laws. Our vehicles will need to comply with many governmental standards and regulations relating to vehicle safety, fuel economy, emissions control, noise control, and vehicle recycling, among others. Compliance with all of these requirements may delay our production launch, thereby adversely affecting our business and financial condition. Also, we are subject to laws and regulations applicable to the import, sale and service of motor vehicles internationally. For example, we will be required to meet vehicle-specific safety standards that are often materially different from U.S. requirements, thus resulting in additional investment into the vehicles and systems to ensure regulatory compliance. These processes necessitate that foreign regulatory officials review and certify our vehicles prior to market entry. In addition, we must comply with regulations applicable to vehicles after they enter the market, including foreign reporting requirements and recall management systems. We will incur significant costs in complying with these regulations, and may be required to incur additional costs to comply with any changes to such regulations.

We may need to defend ourselves against patent or trademark infringement claims, which may be time-consuming and would cause us to incur substantial costs. Companies, organizations or individuals, including our competitors, may hold or obtain patents, trademarks or other proprietary rights that would prevent, limit or interfere with our ability to make, use, develop, sell or market our vehicles or components, which could make it more difficult for us to operate our business. From time to time, we may receive communications from holders of patents or trademarks regarding their proprietary rights. Companies holding patents or other intellectual property rights may bring suits alleging infringement of such rights or otherwise assert their rights and urge us to take licenses. In addition, if we are determined to have infringed upon a third party's intellectual property rights, we may be required to do one or more of the following:

· cease selling, incorporating certain components into, or offering goods or services that incorporate or use the challenged intellectual property;

· pay substantial damages;

· seek a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at all;

· redesign our vehicles or certain components; or

· establish and maintain alternative branding for our products and services.

Risks Related to Compliance and Regulation

We will not have reporting obligations under Sections 14 or 16 of the Securities Exchange Act of 1934, nor will any shareholders have reporting requirements of Regulation 13D or 13G, nor Regulation 14D. So long as our common shares are not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common shares will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4 and 5, respectively. Such information about our directors, executive officers and beneficial holders will only be available through periodic reports we file with OTC Markets.

Our common stock is not registered under the Exchange Act and we do not intend to register our common stock under the Exchange Act for the foreseeable future; provided, however, that we will register our common stock under the Exchange Act if we have, after the last day of any fiscal year, more than either (1) 2000 persons; or (2) 500 shareholders of record who are not accredited investors, in accordance with Section 12(g) of the Exchange Act.

Further, as long as our common stock is not registered under the Exchange Act, we will not be subject to Section 14 of the Exchange Act, which, among other things, prohibits companies that have securities registered under the Exchange Act from soliciting proxies or consents from shareholders without furnishing to shareholders and filing with the SEC a proxy statement and form of proxy complying with the proxy rules.

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The reporting required by Section 14(d) of the Exchange Act provides information to the public about persons other than the company who is making the tender offer. A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s common stock for a limited period of time. This offer is for a fixed price, usually at a premium over the current market price, and is customarily contingent on shareholders tendering a fixed number of their shares.

In addition, as long as our common stock is not registered under the Exchange Act, our company will not be subject to the reporting requirements of Regulation 13D and Regulation 13G, which require the disclosure of any person who, after acquiring directly or indirectly the beneficial ownership of any equity securities of a class, becomes, directly or indirectly, the beneficial owner of more than 5% of the class.

There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

Risks Related to Our Organization and Structure

As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company conducting an exempt offering pursuant to Regulation A, we are not subject to a number of corporate governance requirements that an issuer conducting an offering on Form S-1 or listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

Our holding company structure makes us dependent on our subsidiaries for our cash flow and could serve to subordinate the rights of our shareholders to the rights of creditors of our subsidiaries, in the event of an insolvency or liquidation of any such subsidiary. Our company acts as a holding company and, accordingly, substantially all of our operations are conducted through our subsidiaries. Such subsidiaries will be separate and distinct legal entities. As a result, substantially all of our cash flow will depend upon the earnings of our subsidiaries. In addition, we will depend on the distribution of earnings, loans or other payments by our subsidiaries. No subsidiary will have any obligation to provide our company with funds for our payment obligations. If there is an insolvency, liquidation or other reorganization of any of our subsidiaries, our shareholders will have no right to proceed against their assets. Creditors of those subsidiaries will be entitled to payment in full from the sale or other disposal of the assets of those subsidiaries before our company, as a shareholder, would be entitled to receive any distribution from that sale or disposal.

Risks Related to a Purchase of the Offering Shares

The outstanding shares of our Series B Non-Convertible Preferred Stock preclude current and future owners of our common stock from influencing any corporate decision. Our Chief Executive Officer, K. Bryce Toussaint, owns all of the outstanding shares of our Series B Non-Convertible Preferred Stock. The Series B Non-Convertible Preferred Stock has the following voting rights: the outstanding shares of Series B Non-Convertible Preferred Stock shall represent 80% of all votes entitled to be voted in all matters requiring shareholder approval. Mr. Toussaint will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See “Security Ownership of Certain Beneficial Owners, Management and the Selling Shareholder”).

13

We have established preferred stock, which our Board of Directors can designate and issue without shareholder approval. We have remaining 500,000 shares of preferred stock authorized but undesignated. These shares of undesignated preferred stock may be issued by our Board of Directors from time to time, in one or more series, each series of which shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by our Board of Directors. Our Board of Directors is able to designate the powers and preferences of any such series of preferred stock without shareholder approval.

We have outstanding convertible debt instruments that could negatively affect the market price of our common stock. Certain of our outstanding convertible debt instruments could negatively affect the market price of our common stock, should their respective exercise prices, at the time of exercise, be lower than the then-market price of our common stock. We are unable, however, to predict the actual effect that the conversion of any such convertible debt instruments would have on the market price of our common stock. (See “Description of Securities—Convertible Promissory Notes”).

There is no minimum offering and no person has committed to purchase any of the Company Offered Shares. We have not established a minimum offering hereunder, which means that we will be able to accept even a nominal amount of proceeds, even if such amount of proceeds is not sufficient to permit us to achieve any of our business objectives. In this regard, there is no assurance that we will sell any of the Company Offered Shares or that we will sell enough of the Company Offered Shares necessary to achieve any of our business objectives. Additionally, no person is committed to purchase any of the Company Offered Shares.

We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.

You may never realize any economic benefit from a purchase of Offering Shares. Because the market for our common stock is volatile, there is no assurance that you will ever realize any economic benefit from your purchase of Offering Shares.

We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.

Our shares of common stock are Penny Stock, which may impair trading liquidity. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system).

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The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

Our common stock is thinly traded and its market price may become highly volatile. There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

· quarterly variations in our operating results;

· operating results that vary from the expectations of investors;

· changes in expectations as to our future financial performance, including financial estimates by investors;

· reaction to our periodic filings, or presentations by executives at investor and industry conferences;

· changes in our capital structure;

· announcements of innovations or new services by us or our competitors;

· announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

· lack of success in the expansion of our business operations;

· announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;

· additions or departures of key personnel;

· asset impairment;

· temporary or permanent inability to offer our products and services; and

· rumors or public speculation about any of the above factors.

The terms of this offering were determined arbitrarily. The terms of this offering were determined arbitrarily by us. The offering price for the Offering Shares does not necessarily bear any relationship to our company’s assets, book value, earnings or other established criteria of valuation. Accordingly, the offering price of the Offering Shares should not be considered as an indication of any intrinsic value of such securities. (See “Dilution”).

Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

15

Shareholders who hold unregistered “restricted securities” will be subject to resale restrictions pursuant to Rule 144, due to the fact that we are deemed to be a former “shell company.” Pursuant to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. While we do not believe that we are currently a “shell company”, we were previously a “shell company” and as such are deemed to be a former “shell company” pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 may not be able to be made until we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), and have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form 10 information” has been filed with the Commission reflecting the Company’s status as a non-“shell company.” Because we are deemed to be a former “shell company”, none of our non-registered “restricted securities” will be eligible to be sold pursuant to Rule 144, until at least a year after the date that our Registration Statement is filed with the Commission, any non-registered securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we have complied with the requirements of Rule 144. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to obtain funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a former “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions, which could cause the value of our securities, if any, to decline in value or become worthless.

You will suffer dilution in the net tangible book value of the Offering Shares you purchase in this offering. If you acquire any Offering Shares, you will suffer immediate dilution, due to the lower book value per share of our common stock compared to the purchase price of the Offering Shares in this offering. (See “Dilution”).

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

DILUTION

Dilution in net tangible book value per share to purchasers of our common stock in this offering represents the difference between the amount per share paid by purchasers of the Offering Shares in this offering and the net tangible book value per share immediately after completion of this offering. In this offering, dilution is attributable primarily to our negative net tangible book value per share.

If you purchase Offering Shares in this offering, your investment will be diluted to the extent of the difference between your purchase price per Offering Share and the net tangible book value of our common stock after this offering. Our net tangible book value as of December 31, 2021, was $ 1,423,159 (unaudited), or $0.0054 per share. Net tangible book value per share is equal to total assets minus the sum of total liabilities and intangible assets divided by the total number of shares outstanding.

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The tables below illustrate the dilution to purchasers of Offering Shares in this offering, on a pro forma basis, assuming 100%, 75%, 50% and 25% of the Company Offered Shares are sold.

Assuming the Sale of 100% of the Offered Shares
Assumed offering price per share	$.____[0.008-0.05]
Net tangible book value per share as of December 31, 2021 (unaudited)	$0.0054
Increase in net tangible book value per share after giving effect to this offering	$.____ [0.0013-0.0217]
Pro forma net tangible book value per share as of December 31, 2021 (unaudited)	$.____ [0.0067-0.0271]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering	$.____ [0.0013-0.0229]

Assuming the Sale of 75% of the Offered Shares
Assumed offering price per share	$.____[0.008-0.05]
Net tangible book value per share as of December 31, 2021 (unaudited)	$0.0054
Increase in net tangible book value per share after giving effect to this offering	$.____ [0.0011-0.0217]
Pro forma net tangible book value per share as of December 31, 2021 (unaudited)	$.____ [0.0065-0.0240]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering	$.____ [0.0015-0.0260]

Assuming the Sale of 50% of the Offered Shares
Assumed offering price per share	$.____[0.008-0.05]
Net tangible book value per share as of December 31, 2021 (unaudited)	$0.0054
Increase in net tangible book value per share after giving effect to this offering	$.____ [0.0008-0.0144]
Pro forma net tangible book value per share as of December 31, 2021 (unaudited)	$.____ [0.0062-0.0198]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering	$.____ [0.0018-0.0302]

Assuming the Sale of 25% of the Offered Shares
Assumed offering price per share	$.____[0.008-0.05]
Net tangible book value per share as of December 31, 2021 (unaudited)	$0.0054
Increase in net tangible book value per share after giving effect to this offering	$.____ [0.0005-0.0086]
Pro forma net tangible book value per share as of December 31, 2021 (unaudited)	$.____ [0.0059-0.0140]
Dilution in net tangible book value per share to purchasers of Offered Shares in this offering	$.____ [0.0021-0.0360]

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USE OF PROCEEDS

The table below sets forth the estimated net cash proceeds we would derive from this offering assuming the prior full conversion of the Subject Convertible Notes into Company Offering Shares, assuming the sale of 25%, 50%, 75% and 100% of the remainder of the Company Offered Shares for cash and assuming the payment of no sales commissions or finder’s fees. There is, of course, no guaranty that we will be successful in selling any of the Company Offered Shares in this offering. There is, of course, no guaranty that we will be successful in selling any of the Offered Shares in this offering.

	Assumed Percentage of Company Offered Shares Sold for Cash in This Offering
	25%	50%	75%	100%
Company Offered Shares Sold for Cash	[42,466,875-59,3294,700]	[84,933,750-118,589,400]	[127,400,625-177,884,100]	[169,867,500-237,178,800]
Gross proceeds	$[339,735-2,964,735]	$[679,470-5,929,470]	$[1,019,205-8,894,205]	$[1,358,940-11,858,940]
Offering expenses	23,000	23,000	23,000	23,000
Net cash proceeds	$[316,735-2,941,735]	$[656,470-5,906,470]	$[996,205-8,871,205]	$[1,335,940-11,835,940]

The table below:

- assumes the full conversion of the Subject Convertible Notes into Company Offered Shares prior to the sale of any Company Offered Shares hereunder; and

- sets forth the estimated net cash proceeds we would derive from this offering assuming the prior full conversion of the Subject Convertible Notes into Company Offering Shares, assuming the sale of 25%, 50%, 75% and 100% of the remainder of the Company Offered Shares for cash and assuming the payment of no sales commissions or finder’s fees. There is, of course, no guaranty that we will be successful in selling any of the Company Offered Shares in this offering.

	Use of Proceeds for Assumed Percentage of Offered Shares Sold in This Offering
	25%		50%		75%		100%
IPTL Licensing Agreement	$	[73,000-675,000]	$	[150,000-1,360,000]	$	[230,000-2,040,000]	$	[310,000-2,725,000]
Business Development: EV Deposits		[19,000-175,000]		[40,000-355,000]		[60,000-535,000]		[80,000-710,000]
Natural Gas Reserves		[42,000-385,000]		[85,000-765,000]		[130,000-1,150,000]		[175,000-1,540,000]
Professional Consultants		[42,000-385,000]		[85,000-765,000]		[130,000-1,150,000]		[175,000-1,540,000]
Executive Compensation		[19,000-175,000]		[40,000-355,000]		[60,000-535,000]		[80,000-710,000]
General and Administrative		[35,000-325,000]		[75,000-650,000]		[110,000-975,000]		[150,000-1,300,000]
Working Capital		[86,735-821,735]		[181,470-1,656,470]		[276,205-2,486,205]		[365,940-3,310,940]
Net Cash Proceeds	$	[316,735-2,941,735]	$	[656,470-5,906,470]	$	[996,205-8,871,205]	$	[1,335,940-11,835,940]
Plus the cash value of the total amount attributable to the conversion of the Subject Convertible Note(1)		[641,060-641,060]		[641,060-641,060]		[641,060-641,060]		[641,060-641,060]
Total Net Proceeds	$	[957,795-3,582,795]	$	[1,297,530-6,547,530]	$	[1,637,265-9,512,265]	$	[1,977,000-12,477,000]

(1)	The Subject Convertible Notes were issued, as follows:
(a)		On May 21, 2021, we issued a $70,560 principal amount convertible redeemable promissory note with $7,560 in OID to AES Capital Management, LLC, in consideration of a $63,000 loan that bears interest at 6% per annum, that is due on May 21, 2022, and is convertible at AES Capital Management, LLC’s election, into Conversion Shares. The proceeds of this loan were used for general corporate purposes.
(b)		On September 10, 2021, we issued a $200,000 principal amount convertible redeemable promissory note with $40,000 in OID to Westland Properties, LLC, in consideration of a $160,000 loan that bears interest at 2% per annum, that is due on September 10, 2022, and is at Westland Properties, LLC’s election, into Conversion Shares. The proceeds of this loan were used for general corporate purposes.
(c)		On December 30, 2021, we issued a $150,000 convertible promissory note with $30,000 in OID to Coventry Enterprises LLC, in consideration of a $120,000 loan that bears interest at 10% per annum, that is due on December 30, 2022, and is at Coventry Enterprises LLC’s election, into Conversion Shares. The proceeds of this loan were used for general corporate purposes.
(d)		On March 8, 2022, we issued a $210,000 principal amount convertible promissory note with $105,000 in OID to Godfrey Davis Holdings, LLC, in consideration of a $105,000 loan that bears interest at 2% per annum, that is due on March 8, 2023, and is convertible at Godfrey Davis Holdings, LLC, into Conversion Shares. The proceeds of this loan were used for general corporate purposes.

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We reserve the right to change the foregoing use of proceeds, should our management believe it to be in the best interest of our company. The allocations of the proceeds of this offering presented above constitute the current estimates of our management and are based on our current plans, assumptions made with respect to the industries in which we operate, general economic conditions and our future revenue and expenditure estimates.

Investors are cautioned that expenditures may vary substantially from the estimates presented above. Investors must rely on the judgment of our management, who will have broad discretion regarding the application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations (if any), business developments and the rate of our growth. We may find it necessary or advisable to use portions of the proceeds of this offering for other purposes.

In the event we do not obtain the entire offering amount hereunder, we may attempt to obtain additional funds through private offerings of our securities or by borrowing funds. Currently, we do not have any committed sources of financing.

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PLAN OF DISTRIBUTION

In General

Our company is offering a maximum of 250,000,000 Company Offered Shares on a best-efforts basis, at a fixed price of $____[0.008-0.05] per Company Offered Share; any funds derived from this offering will be immediately available to us for our use. There will be no refunds. This offering will terminate at the earliest of (a) the date on which the maximum offering has been sold, (b) the date which is one year from this offering being qualified by the SEC or (c) the date on which this offering is earlier terminated by us, in our sole discretion.

In addition, a single selling shareholder, Granite Global Value Investments Ltd. (the Selling Shareholder) is offering a maximum of 21,591,050 Selling Shareholder Offered Shares. We will not receive any of the proceeds from the sale of the Selling Shareholder Offered Shares in this offering. We will pay all of the expenses of the offering (other than the discounts and commissions payable with respect to the Selling Shareholder Offered Shares sold in the offering).

Upon qualification of this offering by the SEC, a total of approximately $641,060 in principal and interest of the Subject Convertible Notes will, by the terms of the Subject Convertible Notes, be eligible for conversion into the Conversion Shares, at the election of their respective holders, at the offering price for all of the Offering Shares, or $_____[0.008-0.05]. (See “Use of Proceeds”).

There is no minimum number of Company Offered Shares that we are required to sell in this offering. All funds derived by us from this offering will be immediately available for use by us, in accordance with the uses set forth in the Use of Proceeds section of this Offering Circular. No funds will be placed in an escrow account during the offering period and no funds will be returned, once an investor’s subscription agreement has been accepted by us.

We intend to sell the Company Offered Shares in this offering through the efforts of our Chief Executive Officer, K. Bryce Toussaint. Mr. Toussaint will not receive any compensation for offering or selling the Company Offered Shares. We believe that Mr. Toussaint is exempt from registration as a broker-dealers under the provisions of Rule 3a4-1 promulgated under the Securities Exchange Act of 1934 (the Exchange Act). In particular, Mr. Toussaint:

· is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Securities Act; and

· is not to be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

· is not an associated person of a broker or dealer; and

· meets the conditions of the following:

· primarily performs, and will perform at the end of this offering, substantial duties for us or on our behalf otherwise than in connection with transactions in securities; and

· was not a broker or dealer, or an associated person of a broker or dealer, within the preceding 12 months; and

· did not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1 under the Exchange Act.

As of the date of this Offering Circular, we have not entered into any agreements with selling agents for the sale of the Company Offered Shares. However, we reserve the right to engage FINRA-member broker-dealers. In the event we engage FINRA-member broker-dealers, we expect to pay sales commissions of up to 8% of the gross offering proceeds from their sales of the Company Offered Shares. In connection with our appointment of a selling broker-dealer, we intend to enter into a standard selling agent agreement with the broker-dealer pursuant to which the broker-dealer would act as our non-exclusive sales agent in consideration of our payment of commissions of up to 8% on the sale of Company Offered Shares effected by the broker-dealer.

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Procedures for Subscribing

If you are interested in subscribing for Company Offered Shares in this offering, please submit a request for information by e-mail to Mr. Toussaint at: kbrycetoussaint@gmail.com; all relevant information will be delivered to you by return e-mail.

Thereafter, should you decide to subscribe for Company Offered Shares, you are required to follow the procedures described therein, which are:

· Electronically execute and deliver to us a subscription agreement; and

· Deliver funds directly by check or by wire or electronic funds transfer via ACH to our specified bank account.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement for Company Offered Shares and the funds required under the subscription agreement have been transferred to us, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Company Offered Shares subscribed. Once you submit the subscription agreement and it is accepted, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

This Offering Circular will be furnished to prospective investors upon their request via electronic PDF format and will be available for viewing and download 24 hours per day, 7 days per week on our company’s page on the SEC’s website: www.sec.gov.

An investor will become a shareholder of our company and the Company Offered Shares will be issued, as of the date of settlement. Settlement will not occur until an investor’s funds have cleared and we accept the investor as a shareholder.

By executing the subscription agreement and paying the total purchase price for the Company Offered Shares subscribed, each investor agrees to accept the terms of the subscription agreement and attests that the investor meets certain minimum financial standards. (See State Qualification and Investor Suitability Standards below).

An approved trustee must process and forward to us subscriptions made through IRAs, Keogh plans and 401(k) plans. In the case of investments through IRAs, Keogh plans and 401(k) plans, we will send the confirmation and notice of our acceptance to the trustee.

Minimum Purchase Requirements

You must initially purchase at least $10,000 of the Company Offered Shares in this offering. If you have satisfied the minimum purchase requirement, any additional purchase must be in an amount of at least $1,000.

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State Law Exemption and Offerings to Qualified Purchasers

State Law Exemption. This Offering Circular does not constitute an offer to sell or the solicitation of an offer to purchase any Offering Shares in any jurisdiction in which, or to any person to whom, it would be unlawful to do so. An investment in the Offering Shares involves substantial risks and possible loss by investors of their entire investments. (See “Risk Factors”).

The Offering Shares have not been qualified under the securities laws of any state or jurisdiction. Currently, we plan to qualify the Offering Shares in Colorado, Connecticut, Delaware, Georgia, Puerto Rico and New York. However, we may, at a later date, decide to qualify Offering Shares in other states. In the case of each state in which Offering Shares are offered and sold, we will qualify the Offering Shares for sale with the applicable state securities regulatory body or the Offering Shares will be offered and sold pursuant to an exemption from registration found in the applicable state’s securities, or Blue Sky, law.

Certain of offerees of the Offering Shares may be broker-dealers registered with the SEC under the Exchange Act, who may be interested in reselling the Offering Shares to others. Any such broker-dealer will be required to comply with the rules and regulations of the SEC and FINRA relating to underwriters.

Investor Suitability Standards. The Offering Shares may only be purchased by investors residing in a state in which this Offering Circular is duly qualified who have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of automobile, home and home furnishings, or (b) a minimum net worth of $250,000, exclusive of automobile, home and home furnishings.

Issuance of the Company Offered Shares

Upon settlement, that is, at such time as an investor’s funds have cleared and we have accepted an investor’s subscription agreement for Company Offered Shares, we will either issue such investor’s purchased Company Offered Shares in book-entry form or issue a certificate or certificates representing such investor’s purchased Company Offered Shares.

Transferability of the Offering Shares

The Offering Shares will be generally freely transferable, subject to any restrictions imposed by applicable securities laws or regulations.

Advertising, Sales and Other Promotional Materials

In addition to this Offering Circular, subject to limitations imposed by applicable securities laws, we expect to use additional advertising, sales and other promotional materials in connection with this offering. These materials may include information relating to this offering, articles and publications concerning industries relevant to our business operations or public advertisements and audio-visual materials, in each case only as authorized by us. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in the sales material. Although these materials will not contain information in conflict with the information provided by this Offering Circular and will be prepared with a view to presenting a balanced discussion of risk and reward with respect to the Offering Shares, these materials will not give a complete understanding of our company, this offering or the Offering Shares and are not to be considered part of this Offering Circular. This offering is made only by means of this Offering Circular and prospective investors must read and rely on the information provided in this Offering Circular in connection with their decision to invest in the Offering Shares.

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DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of (a) 1,000,000,000 shares of common stock, $.001 par value per share; and (b) 2,000,000 shares of Preferred Stock, $.001 par value per share, 500,000 shares of which have been designated Series A Preferred Stock and 1,000,000 shares of which have been designated Series B Non-Convertible Preferred Stock.

As of the date of this Offering Circular, there were (x) 277,191,013 shares of our common stock issued and outstanding held by 233 holders of record; (y) no shares of Series A Preferred Stock were issued and outstanding; and (z) 1,000,000 shares of Series B Non-Convertible Preferred Stock were issued and outstanding held by one (1) holder of record. In addition, a total of approximately 464,900,000 shares are reserved for issuance under convertible instruments.

Common Stock

General. The holders of our common stock currently have (a) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (b) are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of our company; (c) do not have preemptive, subscriptive or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (d) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Our Bylaws provide that, at all meetings of the shareholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. On all other matters, except as otherwise required by Delaware law or our Certificate of Incorporation, as amended, a majority of the votes cast at a meeting of the shareholders shall be necessary to authorize any corporate action to be taken by vote of the shareholders.

Non-cumulative Voting. Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

In addition, all of the issued and outstanding shares of Series B Non-Convertible Preferred Stock are owned by our Chief Executive Officer, K. Bryce Toussaint. Mr. Toussaint, thus, controls all corporate matters of our company. (See “Security Ownership of Certain Beneficial Owners, Management and the Selling Shareholder” and “Certain Relationships and Related Transactions”).

Pre-emptive Rights. As of the date of this Offering Circular, no holder of any shares of our capital stock has pre-emptive or preferential rights to acquire or subscribe for any unissued shares of any class of our capital stock not otherwise disclosed herein.

Series A Non-Convertible Preferred Stock

Voting. The Series A Non-Convertible Preferred Stock does not possess voting rights.

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Dividends. Holders of Series A Non-Convertible Preferred Stock shall be entitled to a semiannual interest payment equal to 8% per annum of the amount invested from the date of issuance. Such dividend payment will be made on or before July 15th and on or before January 15th of each calendar year, on each outstanding share of Series A Non-Convertible Preferred Stock.

(a) Such dividends may be paid, at the sole election of the Holder, either in (1) cash, (2) shares of our common stock, (3) shares of any of our other equity securities or (4) any combination of the foregoing, provided that funds and/or equity securities are legally available to pay such dividends. If the Holder elects and we are to pay dividends in shares of our common stock, preferred stock and/or any other equity securities of our company, such dividends shall be paid in full shares only, with any shares to be rounded up to a full share for any fractional share to be paid.

(b) No dividend payment shall be made on or with respect to any shares of Junior Stock (defined below), unless, prior thereto, all unpaid dividends on any shares of Series A Non-Convertible Preferred Stock shall have been paid on all then-outstanding shares of Series A Non-Convertible Preferred Stock.

(c) Dividends on Series A Non-Convertible Preferred Stock shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the original issue date on a simple interest basis.

Stated Value. Each share of Series A Non-Convertible Preferred Stock shall have a stated value of $2.00.

Redemption. We will redeem each share of Series A Non-Convertible Preferred Stock on or before the third anniversary from the date of issuance. The redemption shall include any accrued and unpaid dividends.

Priority Rights. The Series A Non-Convertible Preferred Stock shall rank, as to payment of dividends, rights to distribution of assets upon liquidation, dissolution rights and/or winding up rights of our company and such other items as may arise from time to time: senior to the shares of (a) our common stock and (b) any other class or series of capital stock issued by us which, by its terms, does not expressly rank senior to, or on a parity with, the Series A Non-Convertible Preferred Stock ( the “Junior Stock”).

Series B Non-Convertible Preferred Stock

Voting Rights. Except as otherwise required by law or by our Certificate of Incorporation, the outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities of our company as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding, shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders or action by written consent of shareholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock.

Dividends. The holders of Series B Non-Convertible Preferred Stock shall not be entitled to receive dividends.

Stated Value. Each share of Series B Non-Convertible Preferred Stock shall have a stated value of $1.00.

Conversion or Redemption. The shares of Series B Non-Convertible Preferred Stock shall have no rights of conversion into shares of our common stock.

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Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our company, the holders of shares of the Series B Non-Convertible Preferred Stock then outstanding shall be entitled to be paid, out of our assets available for distribution to our shareholders whether from capital, surplus or earnings, an amount equal to one dollar ($1.00) per share.

Priority Rights. The Series B Non-Convertible Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (a) rank senior to any of the shares of our common stock and any other class or series of stock which, by its terms, shall rank junior to the Series B Non-Convertible Preferred Stock, and (b) rank junior to any other series or class of our preferred stock and any other class or series of stock which, by its terms, shall rank senior to the Series B Non-Convertible Preferred Stock.

Restriction on Changes. So long as any shares of Series B Non-Convertible Preferred Stock are outstanding, we shall not, without first obtaining the approval (by vote or written consent as provided by the Delaware General Corporation Law) of the holders of at least a majority of the then-outstanding shares of Series B Non-Convertible Preferred Stock: (a) alter or change the rights, preferences or privileges of the Series B Non-Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any of our capital stock so as to affect adversely the Series B Non-Convertible Preferred Stock; (c) create any new class or series of capital stock having a preference over the Series B Non-Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of our company; (d) create any new class, or series of capital stock ranking pari passu with the Series B Non-Convertible Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of our company; (e) increase the authorized number of shares of Series B Non-Convertible Preferred Stock; (f) issue any shares of Series B Non-Convertible Preferred Stock; (g) issue any additional shares senior to the Series B Non-Convertible Preferred Stock; or (h) or declare or pay any cash dividend or distribution on any shares junior to the Series B Non-Convertible Preferred Stock.

If holders of at least a majority of the then-outstanding shares of Series B Non-Convertible Preferred Stock agree to allow us to alter or change rights, preferences or privileges of the shares of Series B Non-Convertible Preferred Stock, then we shall deliver notice of such approved change to the holders of the Series B Non-Convertible Preferred Stock that did not agree to such alteration or change.

So long as any shares of Series B Non-Convertible Preferred Stock are outstanding, we shall not alter or change any of the powers, preferences, privileges or rights of the Series B Non-Convertible Preferred Stock, without first obtaining the approval by vote or written consent, in the manner provided by law, of the holders of at least a majority of the outstanding shares of Series B Non-Convertible Preferred Stock, as to changes affecting the Series B Non-Convertible Preferred Stock.

We will not, by amendment of our Certificate of Incorporation or through any reorganization. recapitalization. transfer of assets. consolidation. merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by us, but will, at all times, in good faith, assist in the carrying out of all these provisions and in the taking of all such action as may be necessary or appropriate in order to protect the conversion rights of the holders of the Series B Non-Convertible Preferred Stock against impairment.

Reorganization. If, at any time or from time to time, there shall be (a) a merger or consolidation of our company with or into another corporation, (b) the sale of all or substantially all of our capital stock or assets to any other person, (c) any other form of business combination or reorganization in which our company shall not be the continuing or surviving entity of such business combination or reorganization or (d) any transaction or series of transactions by our company in which in excess of 50 percent of our company’s voting power is transferred (each a “Reorganization”), then, as a part of such Reorganization, provision shall be made so that the holders of the Series B Non-Convertible Preferred Stock shall, thereafter, be entitled to receive the same kind and amount of stock or other securities or property (including cash) of our company or of the successor corporation resulting from such Reorganization.

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Convertible Promissory Notes

As of December 31, 2021, we had outstanding a total of four separate convertible promissory notes. The table below sets forth information with respect to such convertible promissory notes.

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Accrued Interest ($)	Maturity Date	Conversion Terms	Name of Noteholder	Reason for Issuance
12/30/2021	155,000	150,000	5,000	12/30/2022	58% of share trading price of a pre-determined period or into the Conversion Shares	Coventry Enterprises LLC (Jack Bodenstein)	Loan
9/10/21	202,000	200,000	2,000	9/10/2022	Into the Conversion Shares	Westland Properties, LLC (Jacob Tal)	Loan
5/21/2021	74,060	70,560	3,500	5/21/2022	58% of share trading price of a pre-determined period or into the Conversion Shares	AES Capital Management, LLC (Eli Safdieh)	Loan
7/30/2020	5,725	5,000	725	7/30/2021	At par value	Jeanne Stefonetti	Loan

Subsequent to December 31, 2021, we issued an additional convertible promissory note. The table below sets forth information with respect to such convertible promissory note.

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Accrued Interest ($)	Maturity Date	Conversion Terms	Name of Noteholder	Reason for Issuance
3/8/2022	$205,000	$205,000	$0	3/8/2023	At the offering price for all of the Offering Shares hereunder	Gofrey Davis Holdings, LLC (Godfrey Davis)	Loan

Dividend Policy

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Shareholder Meetings

Our bylaws provide that special meetings of shareholders may be called only by our Board of Directors, the chairman of the board,

or our president, or as otherwise provided under Delaware law.

Transfer Agent

We have retained the services of Olde Monmouth Stock Transfer Co., Inc., 200 Memorial Parkway, Atlantic Heights, New Jersey 07716, as the transfer agent for our common stock. Olde Monmouth Stock Transfer’s website is located at: www.oldemonmouth.com. No information found on Olde Monmouth Stock Transfer’s website is part of this Offering Circular.

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BUSINESS

History

Background. Principal Solar, Inc. is the successor company to Kupper Parker Communications, Inc. (“KPCG”), having been created in March 2011 through a reverse merger undertaken pursuant to an Exchange Agreement dated as of March 15, 2011, between Principal Solar, Inc. (a Texas corporation, “Principal Solar Texas”) and KPCG. Upon completion of the transactions contemplated by the Exchange Agreement, as described in more detail below, KPCG’s name was changed to Principal Solar, Inc.

The Company was originally incorporated under the laws of the State of New York on February 25, 1972, under the name Greenstone Ad Agency, Inc. and subsequently changed its name to Greenstone & Rabasca Advertising, Inc. On December 16, 1988, the Company changed its name to Greenstone Rabasca Roberts, Inc. In April 1991, the then stockholders of the Company approved a name change to Greenstone Roberts Advertising, Inc.

In September 2000, KPCG completed a reverse merger with Greenstone Roberts Advertising, Inc. (which we refer to as "GRAI"), a publicly traded company based in Melville, NewYork that operated as a traditional advertising agency without offering additional "below the line" marketing communications services, such as public relations services, direct marketing and database marketing services, and sales promotion services. Under the terms of the merger agreement, KPCG management assumed management of the merged operations, and the resulting merged operations were renamed Kupper Parker Communications, Incorporated.

In March 2011, the Company paid approximately $89,007 to Pegasus Funds LLC (“Pegasus”) and issued two shares of Series A Super Voting Preferred Stock (the “Series A Preferred Stock”) for finding a public shell company and for structuring the Principal Solar Exchange Agreement and as compensation for monies paid by Pegasus in connection with the renewal of the Company’s charter. The designation of the Series A Preferred Stock was never filed with the Secretary of State of New York and as such, the Series A Preferred Stock never became effective with New York. The Board of Directors approved the following rights and privileges for the Series A Preferred Stock: 

· The total number of Series A Preferred Stock was two (2) shares;

· The Series A Preferred Stock was not entitled to receive any special dividends;

· The Series A Preferred Stock ranked senior to all other preferred or common stock outstanding of the Company;

· The Series A Preferred Stock had a par value of $1.00 per share;

· Each share of Series A Preferred Stock was redeemable by the Company at any time for $110,000;

· The Series A Preferred Stock had no liquidation preference; and

· Each share of Series A Preferred Stock provided the holder thereof the right to vote a number of voting shares equal to the total number of shares of authorized common stock of the Company on any and all stockholder matters.

In March of 2011, KPCG management and Pegasus, as the holder of our Series A Preferred Stock, agreed to a 1 for 40 reverse split of the outstanding shares such that, each share of common stock then outstanding, par value $0.01 of the Company was exchanged for one-fortieth (0.025) of a share of common stock, which became effective with FINRA on May 25, 2011. In lieu of the issuance of any fractional shares that would otherwise result from the reverse stock split, the Company rounded any resulting fractional shares up to the nearest whole share. As described above, no Series A Preferred Stock designation was ever filed with New York, and as such, the rights and privileges described above as approved by the Board of Directors in connection with the Series A Preferred Stock were never valid or effective and the Series A Preferred Stock never had any valid voting rights. Consequently, we face risks, including risks associated with the fact that the reverse split was not validly approved by our stockholders, as described in greater detail above under “Risk Factors—Risks Related to Our Company.”

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Effective in October 2012, the Company redomiciled by way of the merger of the Company into its wholly-owned Delaware subsidiary, Principal Solar, Inc., into a Delaware corporation. In connection with the redomiciling, the Company increased its authorized common stock to 300,000,000 shares of common stock, $0.01 par value per share and authorized 100,000,000 shares of Class A Preferred Stock, par value $0.01 per share. Unless otherwise stated or the context would require otherwise, all share amounts disclosed throughout this Prospectus retroactively take into account the reverse split.

Exchange Agreement. Principal Solar Texas was incorporated in Texas in July 2010 (“Principal Solar Texas”). Effective as of March 7, 2011, the Company, Principal Solar Texas, the stockholders of Principal Solar Texas who included certain of our officers and directors, and Pegasus entered into an Exchange Agreement (the “Exchange Agreement”). Pursuant to the Exchange Agreement, the stockholders of Principal Solar Texas exchanged all 10,430,734 shares of that company’s outstanding common stock for 10,430,734 newly issued shares of the Company, constituting approximately 82% of the Company’s post-exchange outstanding shares, when factoring in the Preferred Stock Exchange. Additionally, a required term and condition of the Exchange Agreement was the exchange by Pegasus of the two shares of Series A Preferred Stock which it held for 2,138,617 shares of the Company’s common stock (the “Preferred Stock Exchange”). Immediately subsequent to the consummation of the transactions contemplated by the Exchange Agreement, including, but not limited to the reverse stock split, the stockholders of the Company prior to the Exchange Agreement held 157,322 shares of our common stock, representing approximately 1.25% of our outstanding common stock at the time. Subsequent to the closing of the Exchange in April 2011, we merged Principal Solar Texas into the Company with the Company surviving the merger. The Company previously filed reports with the Securities and Exchange Commission pursuant to Section 13 and 15(d) of the Exchange Act of 1934, as amended; provided that in August 2016, the Company filed a Form 15 with the Securities and Exchange Commission which suspended the Company’s requirement to file such reports.

Change in Control. On July 20, 2018, the Company issued to Bayou Road Investments, Inc. (“Bayou Road”) 6,274,879 shares of its $.01 par value Common Stock representing approximately 51% of the post-issuance outstanding and reserved shares of the Company, thereby effecting a change of control. At the time of Bayou Road’s acquisition of shares of the Company, Bayou Road was wholly owned and controlled by PSWW’s Chief Executive Officer, K. Bryce Toussaint. The issuance of shares of the Company’s Common Stock was made in consideration of Bayou Road assuming all recorded liabilities of the company.

Tokata Distribution Agreement. On December 2, 2019, Bayou Road Investments, Inc. (Bayou Road) entered into a five year license agreement with Tokata Oil Recovery™, Inc. (“Licensor”) which granted Bayou Road the right to utilize the proprietary process of the Licensor (the “Tokata Process”) and utilize its apparatus for enhanced oil production. The license agreement provides Bayou Road with the right to utilize the Tokata Process and to utilize the technology to provide services to third parties and for the Company to use for its own purposes. Pursuant to the terms of the Tokata Licensing Agreement, the Company received an exclusive license for the Tokata Process in the states of Oklahoma and Louisiana. Licensor receives as payment for the use of the Tokata Process a minimum of $50,000.00 annually, the cost of the licensed item plus 15% and 2,000,000 restricted shares of our common stock

Securities Purchase Agreement. On December 27, 2019, Momentum NRG Group, LLC (“NRG”), a Texas limited liability company, which is wholly owned by our Chief Executive Officer, K. Bryce Toussaint, purchased 6,274,879 shares of our common stock from Bayou Road for a promissory note of $1,000,000.00. The promissory note’s principal and interest are payable to the Company and it accrues interest at 8% per annum. In addition, Bayou Road received a security interest in NRG’s 6,274,879 shares of our common stock.

Share Exchange Agreement. On December 27, 2019, the Company consummated the acquisition of Bayou Road. Bayou Road was wholly owned by PSWW’s Chief Executive Officer, K. Bryce Toussaint. Pursuant to the terms of the Share Exchange Agreement, K. Bryce Toussaint received 1,000,000 shares of Series B Non-Convertible Preferred Company stock and the Company received all of the outstanding shares of Bayou Road. Bayou Road became a wholly owned subsidiary of the Company. The transaction resulted in $302,751 of Goodwill being recognized by the Company.

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e-Trucks

EV Truck Focus.

Electrification could significantly help the global road freight transportation sector lower its carbon emissions;

Everything from battery weight and performance to the infrastructure supporting charging points and how the sector is regulated must be considered to aid the transition to electric transport, trucks and long-range heavy-duty vehicles;

Progress is underway: the European Automobile Manufacturers Association expects 200,000 electric trucks to be on the road by 2030.

Global road freight transportation accounts for 2.9 gigatonnes a year of tailpipe CO2 emissions. Electrification is increasingly considered to be a viable decarbonization option that will benefit from the innovations taking place in electric passenger vehicle transport.

ETruck Transportation, LLC. On March 15, 2021, we subscribed for 1.3% of the total aggregate membership interests of ETruck Transportation, LLC., a Nebraska limited liability company, at a purchase price of $1,300,000 paid in cash. This membership interest is non-dilutable and has closed. Also on March 15, 2021 the Company received an option to acquire an additional 3.7% of the total aggregate membership interests of ETruck Transportation, LLC. at a purchase price of $3,700,000. The Company invested an additional $225,000 for an additional (0.225%) equity interest into ETruck Transportation, for a total of 1.525% equity interest into E Truck. In addition and in connection with the foregoing, on March 15, 2021 the Company entered into a Royalty Agreement with ETruck Transportation, LLC. with an expiration date of December 31, 2071 under which the Company is entitled to the payment of royalties equal to $500.00 per truck or vehicle sold of any class. To date no royalties have been received by the Company. To date the Company has invested a total of $1,525,000 in ETruck Transportation, LLC.

IPLTech Electric Private Limited, India .On July 15, 2021, the Company and IPLTech Electric Private Limited, a private limited corporation incorporated and existing under the laws of India (“IPLT”), entered into a Development Agreement for the development by IPLT for the Company of a prototype of one (1) pure electric truck (“Prototype”) including the rights to licensing of the Prototype at a license fee based on Prototype truck sales in an amount still to be negotiated and determined. IPLT as Developer contracted to provide the following basic services to the Company: Developer shall demonstrate that the Prototype has a carrying load over a distance in fair to rough terrain as evidenced by video tapes; development of drive train and allied technology for the specified use case; designing the power train for the performance parameters agreed; designing including Hardware and Software design for all allied equipment such as VCU, MCU and TCU; designing the battery capacity and configuration; designing Hardware and Software for all allied systems with battery pack such as BMS and BMU; designing the power distribution system; designing the Steering and Braking additional Electric Motors to couple with the existing Steering and Braking system; designing the Wire Harnesses both HV and LV; designing the Metering system; designing the DCDC system as required; Vendor development of ALL equipment as required; Alignment of Power train to existing Propeller and Axles in Frame provided by Company; Redesign of Cabin as required for new Metering; Testing the Prototype to conform to parameters signed off; Assistance to Company for any regulatory approvals and ensuring technical parameters conform to regulatory requirements; Designing the Charger system and ensuring handshaking with the Prototype; designing A Cloud based software for monitoring the performance of the Prototype. Company is obligated to pay a Development Fee over the contract term of $5,000,000 to IPLT. To date the Company has paid $380,000 to IPLT under the Development Agreement.

Acquisition of Double H Services. On December 7, 2021 the Company and Double H Services, LLC., (“Double H”) an Oklahoma limited liability company entered into an amended Term Sheet which provides for the purchase by the Company of up to 51% of the membership interests of Double H by way of a tax-free exchange of 20 million newly issued restricted shares of Company common stock, up to 20% of Series B Company preferred stock, employment agreements for key executives of Double H with the right to receive up to 4,500,000 shares of restricted Company common stock based upon a vesting schedule to be determined. In addition, the Company has agreed to advance working capital in amounts to be determined. In addition to other traditional closing terms and conditions which will be defined in a Definitive Agreement currently under finalization, the Company will be entitled to two management seats on the governing body of Double H. It is anticipated that Definitive Agreements will be executed with a closing date on or before June 30, 2022. To date, the Company has advanced $225,000 under the term sheets in exchange for approximately 4.0% of the membership interests of Double H. We believe the acquisition will benefit Principal as Double H possesses existing revenues, assets and a customer base asking for environmentally friendly solutions that can meet their logistics needs, which are currently served by traditional diesel-fueled Class 8 trucks. ("Class 8" is a Department of Transportation / Federal Highway Administration designation based on a truck's weight and utility). This type of truck is commonly referred to as an eighteen-wheeler or semi-truck.) In 2020, Double-H deployed 17 diesel-fueled Class 8 trucks into the Mid-con region to increase its share of the agricultural, flatbed, and dry-van transportation markets. These vehicles could be upgraded or replaced with hybrid or fully electric vehicles purchased by Double H from Principal's heavy EV solutions partners, thereby potentially providing marketing advantages and cost savings to Double H as well as revenues to Principal's other investments.

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Strategic Investments in "Ready to Go" Heavy Electric Vehicle Technologies. Principal's EV-focused Nexteal subsidiary has made two investments in heavy electric vehicle conversion technology companies. eTruck Transportation ("eTruck") is nearing completion of two hybrid Class-6 demonstration vehicles and launched its corporate website (www.etruckus.com) in the last quarter of 2021. eTruck's hybrid conversion systems offer the potential to significantly reduce fuel costs without the need for large charging infrastructure. A video of eTruck's Class 8 demonstration vehicle is viewable here: https://youtu.be/tOVcmY2tdno. Principal Solar has a minority equity interest in eTruck.

Recently, the Company received both exclusive and non-exclusive rights to manufacture and distribute fully electric heavy vehicles in North American markets through a licensing agreement with InfraPrime Logistics Technologies ("IPLT"), an India-based company focused on EV technologies and infrastructure. A video introduction of IPLT's Indian market Rhino Heavy EV is viewable here: https://youtu.be/hhY77lpNMTo. The prototype vehicle for North America is in development and is expected to be completed by the fourth quarter of 2022.

Regulation. Governments and cities have introduced regulations and incentives to accelerate the shift to sustainable mobility. Regulators worldwide are defining more stringent emissions targets. The European Union presented its "Fit for 55" program, which seeks to align climate, energy, land use, transport, and taxation policies to reduce net greenhouse gas emissions by at least 55% by 2030, and the Biden administration introduced a 50 percent electric vehicle (EV) target for 2030. Beyond such mandates, most governments are also offering EV subsidies.

Cities are working to reduce private vehicle use and congestion by offering greater support for alternative mobility modes like bicycles. Paris announced it will invest more than $300 million to update its bicycle network and convert 50 kilometers of car lanes into bicycle lanes. Many urban areas are also implementing access regulations for cars. In fact, over 150 cities in Europe have already created access regulations for low emissions and pollution emergencies.

Consumer Behavior. Consumer behavior and awareness are changing as more people accept alternative and sustainable mobility modes. Inner city trips with shared bicycles and e-scooters have risen 60 percent year-over-year and the latest McKinsey consumer survey suggests average bicycle use (shared and private) may increase more than 10 percent in the post-pandemic world compared with pre-pandemic levels. In addition, consumers are becoming more open to shared mobility options. More than 20 percent of Germans surveyed say they already use ride-pooling services (6 percent do so at least once per week), which can help reduce vehicle miles traveled and emissions.

Technology. Industry players are accelerating the speed of automotive technology innovation as they develop new concepts of electric, connected, autonomous, and shared mobility. The industry has attracted more than $400 billion in investments over the last decade-with about $100 billion of that coming since the beginning of 2020. All this money targets companies and start-ups working on electrifying mobility, connecting vehicles, and autonomous driving technology. Such technology innovations will help reduce EV costs and make electric shared mobility a real alternative to owning a car or commercial vehicle.

Electrification will play an important role in the transformation of the mobility industry and presents major opportunities in all vehicle segments, although the pace and extent of change will differ. To ensure the fast, widespread adoption of electric mobility, launching new EVs in the market is an important first step. In addition, the entire mobility ecosystem must work to make the transformation successful, from EV manufacturers and suppliers to financers, dealers, energy providers, and charging station operators-to name only a few.

Markets Are Increasingly Electrified. Buses, garbage trucks, delivery vans, and mining vehicles are going electric on a significant scale. These account for around a third of commercial vehicle fuel use, while long-range heavy-duty vehicles (HDV) make up the remaining two thirds. For trucks, the payload is a critical component and regulations limit the total vehicle weight. Today's diesel trucks' curb weight is about a third of a vehicle's maximum loaded weight. A few years ago, the idea of an electric truck seemed far-fetched but this is changing owing to battery innovations.

In Europe, 50-60% of freight is transported less than 500 kilometres. A battery for such a range would reduce the payload by around 15%, but an extra two tonnes of weight allowance for electric trucks is being discussed. Battery-powered electric trucks for sale today typically have a 150-kilometre to 200-kilometre range. Further improvement is needed and many OEMs (original equipment manufacturers) are positioning themselves for the transition.

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The European Automobile Manufacturers Association (ACEA), for example, expects 200,000 electric trucks to be on the road by 2030, around 4% of the total fleet. California also has ambitious plans for electrification of its freight fleet and across the US 54,000 heavy-duty electric trucks are expected on the road by 2025. Most electric trucks can be found in China, a leader in segments such as electric garbage collection trucks. Chinese manufacturer BYD will soon replace 15,000 internal combustion engine trucks used in Shenzhen with electric versions. This follows the introduction of 60,000 electric light-trucks and vans over the past three years. Approximately 35% of Shenzhen's total fleet of urban delivery vehicles is already electric.

Emission reduction measures to decarbonize the road freightsector by 2050 - direct use of electricity may account for almost half of the emission reductions

Truck fleet owners getting onboard. The business model for delivery vans and trucks is based on the volume of cargo, which means the weight of batteries is not an issue. Stricter urban air quality requirements are instead an important driver in this segment. DPD Switzerland, for example, has stressed the fact that electric vehicle solutions are available today, as opposed to hydrogen-based solutions; while DHL has highlighted the importance of truck-charging corridors and clusters to jumpstart the transition.

HDV charging will differ from electric passenger cars in some aspects. However, the experience with electric-buses in an increasing number of cities is now informing the HDV market, for example, in terms of charging approaches and the use of digitalization and Internet of Things solutions that facilitate systems integration.

Regulations and policies paving the way. Regulation has a critical role to play in providing a stable investment environment for the rollout of electric HDVs and the necessary charging infrastructure. In Europe, Regulation (EU) 2019/1242 sets CO2 emission standards for HDVs and states that from 2025, manufacturers will face increasingly strict CO2 targets and truck manufacturers are reacting. OEMs including Daimler Trucks, the world's largest truck manufacturer, will sell only zero-emission vehicles by 2039. Other major truck makers are also making the shift to electric vehicle production, like Volvo Trucks, Renault Trucks and MAN, as well as new entrants such as Tesla, Nikola and Rivian.

The revisions of European regulations, including the Batteries Directive (BD), will facilitate rapid deployment of charging infrastructure and enabling technologies. Charging infrastructure is one of the seven lighthouse projects in European green recovery plan.

Other regions showing important activity are California and other parts of the US, where we see the California ACT (advanced Clean Trucks Rule), the drive to zero initiative and ongoing work to promote global charging standards and technologies for hastened deployment and reduced cost. International collaboration may speed up the adoption of common standards.

Factors Affecting Our Performance. The growth and future success of our business depends on many factors. While these factors present significant opportunities for our business, they also pose risks and challenges, including those discussed below and in the section of this Offering Circular titled "Risk Factors," that we must successfully address to achieve growth, improve our results of operations, and generate profits.

· Ability to Develop and Launch New Offerings. Our ability to grow revenue and expand margins will depend on our ability to develop and launch new vehicle platforms and programs. Our future financial performance will also depend on our ability to offer services that deliver an intuitive and seamless customer experience.

· Ability to Attract New Customers. Our growth will depend in large part on our ability to attract new commercial customers. We are in the very early stages of planning, much less growth, and we expect to substantially raise brand awareness by connecting directly with our community through engaging content, rich digital experiences, and immersive events. We anticipate that these activities will lead to pre-orders and deliveries, and, as a result, increase our base of customers. An inability to attract new customers would substantially impact our ability to grow revenue or improve our financial results.

· Ability to Scale our Ecosystem and Brand Experience. Our go-to-market strategy requires us to scale our ecosystem quickly and effectively, including our future technology platform and product development and operational infrastructure, to deliver a seamless customer experience. Our future success will also depend on our ability to further develop and leverage a proprietary technology platform. Our ability to enhance our product design, engineering, and manufacturing capabilities and expand our delivery and service operations, charging network, and customer service will be critical for supporting growth. We believe our long-term ability to achieve our financial targets will depend on our ability to cost effectively scale these elements, while also delivering a unified customer and brand experience consistent with our adventurous brand commitment.

· Ability to Convert our Customers to Subscribers of our Services. Services are a key part of our growth strategy, driven by initial attach rate, member retention, and the subsequent adoption of future service offerings. We intend to offer a variety of services, including financing and insurance, vehicle maintenance and repair, membership, software and charging solutions, that we believe will grow our revenue outside of vehicle sales. As we increase our base of customers and expand our services portfolio, we expect our customers to expand their usage of our service offerings over the full life cycle of their vehicle ownership. We believe the services portion of our business will have the benefit of creating a higher margin, recurring revenue stream for each vehicle, therefore improving our margin profile. Our ability to grow revenue and our long-term financial performance will depend in part on our ability to drive adoption of these offerings.

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· Ability to Invest in our Production and Capabilities. We believe that customer acquisition and retention is contingent on our ability to produce innovative offerings, including vehicles that deliver the broadest combination of performance, utility, and capability, as well as services that enhance the ownership journey through new features, functions, and a best-in-class customer experience. We expect to experience additional losses, which could delay our ability to achieve profitability and positive operating cash flow. Furthermore, we anticipate that these future investments will require significant external debt and/or equity financing.

· Ability to Develop and Manage a Resilient Supply Chain. Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of input materials, including metals, battery cells, and semiconductors. Fluctuations in the cost of materials, supply interruptions, or material shortages could materially impact our business. For example, the recent global semiconductor supply shortage is having wide-ranging effects across the automotive industry, and will impact our operations and financial performance, along with those of many automotive suppliers and manufacturers that incorporate semiconductors into their products. We will experience and may continue to experience cost fluctuations or disruptions in supply of input materials that could impact our financial performance.

· Ability to Grow in New Geographies. We plan to invest in and grow our business outside in the United States and Canada.

· Seasonality. Historically, the automotive industry has experienced higher revenue in the spring and summer months. We do not expect such seasonality in demand to significantly impact our operations in the near-term because we are in the startup phase; however, we may experience seasonal variations in our business in the long-term.

· Impact of the COVID-19 pandemic. Beginning in 2020, public health and governmental authorities have taken extraordinary steps to contain and combat the outbreak and spread of COVID-19, including associated variants, throughout the world. Consistent with these actions, in combination with recommendations by public health officials, many of our personnel have been working remotely.

· Additionally, COVID-19, including associated variants, may cause disruptions to and delays in our operations, including shortages and delays in the supply of certain parts, including semiconductors, materials, and equipment necessary to produce our vehicles in the future. We may be required to adapt various internal designs and processes to remedy or mitigate impacts of such disruptions and delays on our production timeline, which will result in higher costs.

· The full extent of the future impact from the pandemic on our operational and financial performance is currently uncertain and will depend on future developments outside of our control, including the duration, extent and intensity of the pandemic, the effectiveness and availability of vaccines, and actions taken by public health organizations and governmental authorities. We will continue to monitor these conditions and remain flexible, evolving our business and processes as appropriate.

E-3 Petroleum: Environmentally Responsible Oil and Gas Endeavors

There are at least 3.2 million known abandoned oil wells in the United States, and more than half are estimated to be in Oklahoma, Texas, and Pennsylvania. We believe that our subsidiary E-3 Petroleum's ("E-3") strategy of acquiring, remediating, and operating abandoned wells in an environmentally responsible manner is demonstrating real potential to be a major source of scalable, high-margin income for the Company in the coming months.

Well testing during May and June revealed that our Danbury dome project in Brazoria County, Texas has the potential to produce commercial amounts of natural gas in excess of our expectations for oil production. Guided by our bullish outlook on the natural gas market and Principal's corporate policy of environmental stewardship, we decided to temporarily shut the wells in rather than flare the gas directly into the atmosphere. Though this decision has delayed our planned production schedule, we are taking advantage of the situation as an opportunity to invest in the compression and pipeline gathering equipment needed to sell our newly discovered natural gas resource to the local pipeline.

To maximize efficiency and deliverability, we have hired a new operator and an engineering firm specializing in natural gas production. We remain positive on the Danbury Dome project's short- and long-term prospects, particularly now that we have potentially discovered commercial quantities of natural gas, which could be an additional source of income for the Company.

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Tokata Oil Recovery System

We are saddened to share with you the news of the untimely and unexpected passing this past year of Tom Westbrook, our esteemed colleague on our TORS project. Understandably, Tom's passing has delayed our rollout of this tertiary oil recovery technology. Our thoughts are with his family, friends, and coworkers.

In 2021, the Company licensed the territorial rights to two additional states from Tokata, and we expect to begin installing the TORS system on abandoned and orphaned wells in Oklahoma during the fiscal year 2022.

The Tokata oil recovery process has been successfully utilized by the Licensor for several years. The Licensor has received patent protection of its Tokata Process technology in the United States. Our recovery platform is a new and innovative oil recovery production system for marginal/stripper wells. Our turnkey, fully integrated, portable oil recovery platform can be deployed quickly and economically to recover oil from previously producing oil wells with known reserves. The Tokata Oil Recovery System® does not pull up measurable amounts of water, therefore, costly oil/water separation is not necessary nor is there a need for expensive on-site remediation for hydrocarbon-laced water.

Utilizing our inexpensive Tokata Process Technology, set-up costs and production “lifting” costs are substantially lower, thereby dramatically reducing the oil producer’s costs. In addition, the recovered crude has no statistically significant water contamination, eliminating the need for separation before refining. The common denominator among all previously developed oil recovery techniques is the considerable capital required to tap each well, substantial lifting costs and considerable cost of separating water from the crude, not to mention the additional insurance required based on the environmental pollution exposure involved in the several processes. When compared to our competition, the Tokata Process achieves results with a fundamentally higher Energy Return On Investment (EROI).

Our method of pumping tertiary oil is “The Greenest of Green Technology” because we utilize: a) minimal energy requirements per barrel (bbl) of lifted crude, with up to 95% less energy cost; and b) our solar expertise to determine if any wellhead locations are suitable to use solar energy to power the oil pump.

Unique to the marginal/stripper well industry is the Tokata Process’ nominal unit costs, which together with commensurate low deployment, maintenance and lifting costs result in an above-industry-average EROI.

Any oilfield that can be classified as a stripper or marginal producing field (less than 10 BOPB) is a potential candidate for the TORS™ system. The referenced cost savings can be achieved in almost any stripper field. TORS™ proprietary technology is naturally hydrophobic. TORS™ draws oil to the wellbore and leaves water behind. Whether the oilfield was a water heavy producer, or water driven field, or if it was primarily pressure driven recovery with little or no water production is of no consequence to the TORS™ system. Since TORS™ is not a pressure driven artificial lift mechanism, the Tokata system does not pull the water from the strata below up into the oil bearing strata. The Tokata system produces the oil in the oil bearing strata, leaving the water in situ.

Our initial target customer is one with several smaller marginal or “stripper “oil wells that have experienced reduced oil production. The Interstate Oil and Gas Compact Commission (IOGCC) defines a marginal or stripper well as a well that the produces 10 barrels of oil or 60 Mcf (1,000 cubic feet) of natural gas per day or less. Generally, these wells started their productive life producing much greater volumes using natural pressure. Over time, the natural pressure decreases and oil production drops. That is not to say that the oil reservoirs, which feed the wells, are necessarily depleted. We also intend to target newer wells that were drilled in the last 10 years that have experienced declined production.

The Tokata Oil Recovery System (TORS™) is not a pressure driven system. The natural pressure in an oil field declines over time which is the reason for declining production curves. The higher the initial pressure the steeper the declining curve. The TORS™ system is perfect for oil fields that have reached the marginal production/stripper stage oftheir lives. The TORS™ system’s proprietary technology is not based upon or affected by the historical pressure or production profile of the subject oilfield. Tokata calibrates each well using the Tokata Oil Recovery System™ to find a sustainable production level.

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The Tokata Oil Extraction Technology has been successfully utilized on eleven wells. In Hominy, OK, Tokata tested and operated a TORS™ unit system on one well from approximately 2002 through 2005. Tokata established that a TORS™ unit system in a water flood field measured against six other artificial lift wells increased the test well production over nine months until it produced fifty percent (50%) more than any of the other wells pumped by jack pumps. In some instances, the test well produced as many as 17 barrels a day of oil daily.

In Eastland County, Texas, Tokata has tested and operated a TORS™ unit system on one well from approximately 2006 to 2007. Tokata found that the TORS™ well produced up to eight barrels a day in a chalk geological formation.

In 2008, in Coweta, OK, Tokata tested and operated a TORS™ unit system on one well where it determined that the TORS™ system could achieve commercial production (greater than 3 barrels per day) and produce at a new depth of 1700 feet. Tokata also established that the TORS™ unit system could work in a limited, older infrastructure to safely produce oil. It was noted that a TORS™ unit system could potentially work in approximately 200,000 “stripper” wells in the United States that have been produced with both primary and tertiary production in the United States.

In another location in Coweta, OK, a TORS™ unit system was tested and operated on five wells. Tokata found that the TORS™ system does marginally well (averaging 1 to 3 barrels of oil per day) in a limestone formation. The testing in the limestone formation occurred from 2010 to 2012.

In Glenpool, OK, a TORS™ unit system was tested and operated on two wells. Tokata found that by adjusting varied fluid levels from a high water flood field, and by inserting the TORS™ system closer to the original perforations, Tokata could reach above average results (greater than 3 barrels per day) quickly. This testing occurred from 2012 to 2014.

At the Kelly 1 oil lease, in Chelsea OK, Tokata has operated a TORS™ unit system from 2016 to the present. This is a small field with no other artificial lift mechanisms anywhere on the lease.

In the future, we may purchase or lease oil/gas producing real property.

Key Features and Benefits of the Tokata Process.

Ease of Setup. Two day total set-up and within one hour of turning on the pump, oil is being produced.

State of the Art Hardware and Developing Technologies. The pump has produced oil without water in the field and may be tethered with existing technologies for remote monitoring, including daily production and environmental impact monitoring.

Low Cost, Off-the-Shelf Hardware. Most “wear” pieces of the Tokata Process can be purchased off-the-shelf at local hardware and farm supply stores.

Green Production. The Tokata Process needs no water separation or water disposal methods at the surface. The pump does not utilize high-pressure oil column movement so there is no risk of a large oil spill at the surface. The oil at the surface is not pressurized. The pump utilizes a fraction of the electricity of jack pump motors, resulting in a lower CO2 footprint.

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Regulation.

General. Exploration and production operations are subject to various types of regulation at the federal, state and local levels. This regulation includes requiring permits to drill wells, maintaining bonding requirements to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties on which wells are drilled, and the plugging and abandoning of wells. Our operations will be subject to various conservation laws and regulations.

Typically oil enhancements such as hydraulic fracturing operations have historically been overseen by state regulators as part of their oil and gas regulatory programs; however, the Environmental Protection Agency (EPA) has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the Safe DrinkingWater Act and has released permitting guidance for hydraulic fracturing activities that use diesel in fracturing fluids in those states where the EPA is the permitting authority. As a result, we may be subject to additional permitting requirements for our operations. These permitting requirements and restrictions could result in delays in operations at well sites as well as increased costs to make wells productive. In addition, legislation introduced in Congress would provide for federal regulation of hydraulic fracturing under the Safe Drinking Water Act and require the public disclosure of certain information regarding the chemical makeup of hydraulic fracturing fluids.

On August 16, 2012, the EPA published final rules that establish new air emission control requirements for natural gas and NGL production, processing and transportation activities, including New Source Performance Standards to address emissions of sulfur dioxide and volatile organic compounds, and National Emission Standards for Hazardous Air Pollutants (NESHAPS) to address hazardous air pollutants frequently associated with gas production and processing activities. Among other things, these final rules require the reduction of volatile organic compound emissions from natural gas wells through the use of reduced emission completions or "green completions" on all hydraulically fractured wells constructed or refractured after January 1, 2015. In addition, gas wells are required to use completion combustion device equipment (i.e., flaring) by October 15, 2012 if emissions cannot be directed to a gathering line. Further, the final rules under NESHAPS include maximum achievable control technology (MACT) standards for "small" glycol dehydrators that are located at major sources of hazardous air pollutants and modifications to the leak detection standards for valves. We are currently reviewing this new rule and assessing its potential impacts. Compliance with these requirements, especially the imposition of these green completion requirements, may require modifications to certain of our operations, including the installation of new equipment to control emissions at the well site that could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business.

In addition to these federal legislative and regulatory proposals, some states in which we may operate, such as Pennsylvania, West Virginia, Texas, Kansas, Louisiana and Montana, and certain local governments have adopted, and others are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances, including requirements regarding chemical disclosure, casing and cementing of wells, withdrawal of water for use in high-volume hydraulic fracturing of horizontal wells, baseline testing of nearby water wells, and restrictions on the type of additives that may be used in hydraulic fracturing operations.

OSHA and Other Laws and Regulations. We are subject to the requirements of the federal Occupational Safety and Health Act (OSHA), and comparable state laws. The OSHA hazard communication standard, the EPA community right-to-know regulations under the Title III of the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) and similar state laws require that we organize and/or disclose information about hazardous materials used or produced in our operations. Also, pursuant to OSHA, the Occupational Safety and Health Administration has established a variety of standards related to workplace exposure to hazardous substances and employee health and safety.

Oil Pollution Act. The Federal Oil Pollution Act of 1990 (OPA) and resulting regulations impose a variety of obligations on responsible parties related to the prevention of oil spills and liability for damages resulting from such spills in waters of the United States. The term"waters of the United States" has been broadly defined to include inland water bodies, including wetlands and intermittent streams. The OPA assigns joint and several strict liability to each responsible party for oil removal costs and a variety of public and private damages. We believe that we substantially comply with the Oil Pollution Act and related federal regulations.

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Clean Water Act. The Federal Water Pollution Control Act (Clean Water Act) and resulting regulations, which are primarily implemented through a system of permits, also govern the discharge of certain contaminants into waters of the United States. Sanctions for failure to comply strictly with the Clean Water Act are generally resolved by payment of fines and correction of any identified deficiencies. However, regulatory agencies could require us to cease construction or operation of certain facilities or to cease hauling waste waters to facilities owned by others that are the source of water discharges. We believe that we substantially comply with the Clean Water Act and related federal and state regulations.

Seasonality. We do not expect any seasonality in our crude oil-related business.

Litigation

The Company has no current, pending or threatened legal proceedings or administrative actions either by or against the Company issuer that could have a material effect on the issuer's business, financial condition, or operations and any current, past or pending trading suspensions.

Facilities

We occupy offices at 100 Crescent Court, Suite 700, Dallas, Texas 75201. We are working to secure other facilities.

Intellectual Property

We may rely on a combination of patent, trademark, copyright, and trade secret laws in the United States as well as confidentiality procedures and contractual provisions to protect our proprietary technology, databases, and our brand. Despite this reliance, we believe the following factors are more essential to establishing and maintaining a competitive advantage:

· the technological skills of our service operations and research and development teams;

· the expertise and knowledge of our service operations and research and development teams;

· the real-time connectivity of our service offerings;

· the continued expansion of our proprietary technology; and

· a continued focus on the improved financial results of our clients.

We have a policy of requiring key employees and consultants to execute confidentiality agreements upon the commencement of an employment or consulting relationship with us. Our employee agreements also require relevant employees to assign to us all rights to any inventions made or conceived during their employment with us. In addition, we have a policy of requiring individuals and entities with which we discuss potential business relationships to sign non-disclosure agreements. Our agreements with clients include confidentiality and non-disclosure provisions.

Employees

Currently, we have two full-time employees, including our officers and directors. We believe that we have been successful in attracting experienced and capable personnel. Our full-time employees have entered into an agreement with us requiring them not to compete or disclose our proprietary information. Neither employee is represented by a labor union. We believe that relations with these employees to be excellent.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement

The following discussion and analysis should be read in conjunction with our unaudited financial statements and related notes, beginning on page F-1 of this Offering Circular.

Our actual results may differ materially from those anticipated in the following discussion, as a result of a variety of risks and uncertainties, including those described under Cautionary Statement Regarding Forward-Looking Statements and Risk Factors. We assume no obligation to update any of the forward-looking statements included herein.

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates.

The COVID-19 pandemic did not require the closure of our operations. We did suspend in-person client and business development meetings in late March 2020, but resumed such efforts in the first half of 2021. During the timeframe in which in-person meetings were suspended, we reallocated resources to on-line client and business development.

Overview

The Company has focused the past two years on a restructure of its balance sheet and business units, and positioning for future activities. As a result, we have had no revenues from operations in each of the last two fiscal years, and do not anticipate any significant revenues for the current fiscal year.

We have been a strategic investor in organizations and technologies that support next-generation opportunities in traditional, renewable, and clean energy sectors as well as an investor in and acquirer and operator of undervalued petroleum-producing properties.

We have emerged from the challenges and uncertainty of the pandemic with a singular focus, having developed new partnerships, made strategic investments in technologies, resources, companies, and relationships, commenced operations, and most importantly, having cultivated a slate of potentially profitable new opportunities in a broad array of relevant sectors.

During the first half of 2021, we transformed and elevated our business model and the scope of the Company's trajectory, solidifying Principal Solar as an emerging leader in the renewable energy sector. We now have five separate early-stage subsidiaries and/or strategic partnerships, several of which we believe can be scaled at an accelerated pace over the next 12 to 18 months, and others we believe we can spin-off into other public companies.

Going Forward in 2022

We have set as our primary focus to create products and services that help our planet transition to carbon neutral energy and transportation. Our society today will have a profound impact on the planet and the world our kids, and their kids, will inherit. We can spend a lot time debating the specifics of climate change, but the indisputable truth is that we, as humans, are rapidly changing the composition of our atmosphere. This is the inspiration for management, and it's what drives every decision we make as an organization. The challenge is as big as it comes but we're fortunate to get to help solve it with such passionate team members and partners.

As a result, we may decide to spin-off our oil and gas operations into a separate public company to focus on the EV technology market and green technologies. However, no final determination has been made, in this regard.

The current opportunity to transform the way we move (mobility) fundamentally results from changes in three main areas: regulation, consumer behavior and technology.

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Results of Operations

Components of Our Operating Results. We expect to incur significant operating costs and expenses that will impact our future profitability, including research and development expenses as we develop and introduce new vehicles and services and improve our existing vehicles and services, capital expenditures in the creation of a manufacturing footprint and operations, additional operating costs and expenses for production ramp-up, raw material procurement costs, general and administrative expenses as we scale our operations, and selling and distribution expenses as we market our vehicles and services. In addition, we may incur significant costs in connection with our services once we deliver our vehicles, including servicing and warranty costs. Our ability to become profitable in the future will not only depend on our ability to successfully market and sell our vehicles and services, but also to appropriately control costs and realize economies of scale.

Years Ended December 31, 2021 (“Fiscal 2021”) and 2020 (“Fiscal 2020”). During Fiscal 2021, our operating generated $5,000 in revenues. During Fiscal 2020, our business operations generated no revenues.

During Fiscal 2021, we incurred operating expenses of $6,945,116 (unaudited), which were comprised of general and administrative expenses. In addition, we had interest expense of $3,434,928 (unaudited), which was offset by interest income of $80,000 (unaudited). Our net loss for Fiscal 2021 was $(10,295,044) (unaudited).

During Fiscal 2020, we incurred operating expenses of $15,628,112 (unaudited), which were comprised of general and administrative expenses. In addition, we had interest expense of $142,491 (unaudited), which was offset by interest income of $80,000 (unaudited). Our net loss for Fiscal 2020 was $(15,690,603) (unaudited).

Plan of Operation

We believe that the proceeds of this offering will satisfy our cash requirements for at least the next twelve months.

We expect to generate the majority of our revenue in the near-term from the sales of commercial vehicles, accessories, and regulatory credits. Over time, we expect our revenue to also reflect value-added services that span the entire vehicle lifecycle and deepen our customer relationships. We intend to design a customer journey that extends across the full vehicle lifecycle, including awareness, engagement, conversion, delivery, and ownership. We anticipate that our customer relationships will be enriched and prolonged by our broad offering of software and services, which we believe will enable us to better serve our customers while providing Principal Solar with recurring revenue streams beyond the initial vehicle sale.

Our business model will rely on the following tenets to drive revenue, capture value over the full vehicle lifecycle, and expand both gross and operating margins.

Truck Sales. We expect to generate revenue in the next 12-18 months from the sale of new commercial vehicles, vehicle accessories, regulatory credits and used and trade-in vehicles.

Expansion of our Services to Drive Customer Experience. We intend for each vehicle sale to be the start of a lifelong relationship with our customer. Our initial service offerings may include financing, insurance, and vehicle service. We anticipate expanding our service offerings to provide greater coverage and convenience, and we plan to continue to invest in these offerings with a focus on becoming a highly valued partner for our customers over the full lifecycle. We expect our services revenue opportunity to grow considerably over time as we expand our membership and software programs, and other offerings.

Increase in Services Adoption. As customers become engaged in our ecosystem, we expect them to increase their services adoption over time as we deliver a differentiated customer experience and offer higher-value subscription opportunities. For commercial customers, we anticipate recognizing revenue from a range of services, including membership and software services, financing and insurance, charging, vehicle services (maintenance and repair), as well as our resale program.

Improvement in Margin and Capture of Lifetime Revenue. As we grow our business, we expect to drive economies of scale through our ecosystem and generate revenue and margin from the sale of our products and services. We expect to operate at a negative gross profit per vehicle for the near term as our fixed costs from investments in vehicle technology, manufacturing capacity, and charging infrastructure are spread across a smaller product base until we launch additional vehicles and ramp production.

We intend for our portfolio of comprehensive services to amplify customer engagement and satisfaction, increase customer retention rates, and drive incremental lifetime revenue.

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Financial Condition, Liquidity and Capital Resources

December 31, 2021. At December 31, 2021, our company had $ 386,789 (unaudited) in cash and had a working capital deficit of $1,599,190 (unaudited), compared to $11,355 (unaudited) in cash and a working capital deficit of $2,766,388 (unaudited) at December 31, 2020. During the year ended December 31, 2021, we obtained a total of $5,117,523 in cash from sales of our common stock in our prior Regulation A offering, as well as $223,000 from the issuance of convertible promissory notes and $243,307 from other loans. We applied the obtained funds to operating expenses and for working capital.

Our company’s current cash position of approximately $200,000 is not adequate for our company to maintain its present level of operations through the remainder of 2022. We must obtain additional capital from third parties, including in this offering, to implement our full business plans. There is no assurance that we will be successful in obtaining such additional capital.

Convertible Promissory Notes. As of December 31, 2021, we had outstanding a total of four separate convertible promissory notes. The table below sets forth information with respect to such convertible promissory notes.

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Accrued Interest ($)	Maturity Date	Conversion Terms	Name of Noteholder	Reason for Issuance
12/30/2021	155,000	150,000	5,000	12/30/2022	58% of share trading price of a pre-determined period or into the Conversion Shares	Coventry Enterprises LLC (Jack Boderstein)	Loan
9/10/21	202,000	200,000	2,000	9/10/2022	Into the Conversion Shares	Westland Properties, LLC (Jacob Tal)	Loan
5/21/2021	74,060	70,560	3,500	5/21/2022	58% of share trading price of a pre-determined period or into the Conversion Shares	AES Capital Management, LLC (Eli Safdieh)	Loan
7/30/2020	5,725	5,000	725	7/30/2021	At par value	Jeanne Stefonetti	Loan

Subsequent to December 31, 2021, we issued an additional convertible promissory note. The table below sets forth information with respect to such convertible promissory note.

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Accrued Interest ($)	Maturity Date	Conversion Terms	Name of Noteholder	Reason for Issuance
3/8/2022	$205,000	$205,000	$0	3/8/2023	At the offering price for all of the Offering Shares hereunder	Gofrey Davis Holdings, LLC (Godfrey Davis)	Loan

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Contractual Obligations

To date, we have not entered into any significant long-term obligations that require us to make monthly cash payments.

Capital Expenditures

We made no capital expenditures during the year ended December 31, 2021. However, should we obtain proceeds in this offering, or otherwise, we expect to make capital expenditures during the next twelve months. We are unable to predict the amount or timing of any such expenditures.

39

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table sets forth certain information concerning our company’s executive management.

Name	Age	Position(s)
K. Bryce (“Rick”) Toussaint	50	Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director
Anthony M. Lerner	58	Chief Operating Officer and Director

Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office. There exist no family relationships among our officers and directors.

Certain information regarding the backgrounds of each of our officers and directors is set forth below.

K. Bryce (“Rick”) Toussaint has served as our company as Chief Executive Officer, Interim Chief Financial Officer, Secretary and Director since July 2018. Mr. Toussaint is a highly accomplished, result-driven Entrepreneur with more than 20 years of business experience, including extensive work in providing merger and acquisition consulting, raising capital (equity and debt), project and corporate finance, private equity due diligence and accounting systems integration, with an emphasis in the Energy, Manufacturing, Nutraceutical and Technology industries. Mr. Toussaint is well versed on Securities Exchange Commission (SEC) rules and regulations as well as Generally Accepted Accounting Principles (GAAP) promulgated by the Financial Accounting Stands Board. This expertise stems from his completion of numerous audits for publicly and privately held companies, as well as the invaluable knowledge of SEC rules and regulations he gained as both the CEO and CFO of public companies. In addition, Mr. Toussaint has demonstrated the ability to streamline business operations that drive growth and increase efficiency and bottom-line profits. Mr. Toussaint has strong qualifications in developing and implementing financial controls and processes in addition to productivity improvements and change management.

Mr. Toussaint has served as a member of the Board of Directors and Audit Committee Chairman of NASDAQ listed China Xiangtai Food Co., Ltd from August 2020 to the present. China Xiangtai Food Co., Ltd. is primarily engaged in the processing of food products. Mr. Toussaint previously served as CEO and member of the Board of Directors of NASDAQ listed Myos Rens Technology Inc. from December 2015 until December 2016. Myos Rens Technology Inc. is a Bio-Nutrition and Bio-Therapeutics company focused on the development and commercialization of products that improve muscle health and reduce frailty. From July 2015 to September 2015, Mr. Toussaint served as interim president of VGTel, Inc. At the time of Mr. Toussaint’s employment, VGTel, Inc., was a multi-platform company offering products and support in the entertainment industry and focused on growing and building business units through investments and acquisitions.

Mr. Toussaint built the foundation of his career at KPMG LLP, where he served both foreign and domestic registrants with reporting, mergers and acquisitions consulting and other capital market engagements from August 1996 to June 2000. In between, he also built a successful consulting practice assisting businesses of various sizes with process improvement and compliance initiatives, developing their management teams, accounting and reporting structure, providing strategic and operational expertise, and raising equity and debt financing, generally serving in an interim management capacity.

Mr. Toussaint has worked in more than seven countries including the United Kingdom, Spain, France, and throughout Latin America. He is bilingual in English and Spanish. Mr. Toussaint obtained both his Bachelor of Science in Accounting and his Master of Business Administration degrees from Louisiana State University in Baton Rouge, Louisiana. Mr. Toussaint is also certified as a CPA in the State of Texas.

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Anthony M. Lerner has served as our company as Chief Operating Officer and Director since January 2020. Mr. Lerner is a highly skilled executive with decades of experience in the oil/natural gas industry. From April 2017 to the present, Mr. Lerner has served as a management consultant for a diverse array of clients including, hedge funds, asset managers, professional services companies, banks and oil and gas companies. Mr. Lerner has provided expert guidance on CTRM/ETRM systems, oil/natural gas trading, energy derivatives, risk management, and energy market fundamentals.

From April 2017 to the present, Mr. Lerner was a Senior Vice President at OTC Global Holdings, Inc., (“OTC Global”) the world’s largest independent commodity broker from August 2015 through April 2017. At OTC Global, Mr. Lerner was in charge of developing long term strategy, business development, and raising funds for several emerging market energy hedge funds. Mr. Lerner was honored as Energy Broker of the Year (2016-2017) while working at OTC Global.

Mr. Lerner has advised clients on oil transactions and commodity oriented financing as a Managing Director, Commodities of Hamershlag, Sulzberger, Borg, Inc.

Mr. Lerner has provided leadership to manage and grow several companies spanning from startups to well established organizations desiring to grow and enhance their performance in the Energy sector. His experience includes commodity analysis and trading and managing high performing energy portfolios. In addition to business development channels to increase top line revenues, Mr. Lerner has also implemented operational controls and risk management strategies to drive bottom line profitability.

Mr. Lerner has extensive international business experience and is a published author of 16 articles in the commodities analysis sector. He received a double bachelor’s degree in Geology and Physics from Dartmouth College.

Conflicts of Interest

At the present time, we do not foresee any direct conflict between our sole officer, his other business interests and his involvement in our company.

Corporate Governance

We do not have a separate Compensation Committee, Audit Committee or Nominating Committee. These functions are conducted by our Board of Directors acting as a whole.

During the year ended December 31, 2020, our Board of Directors, did not hold a meeting, but took action by unanimous written consent in lieu of a meeting on two occasions.

Independence of Board of Directors

None of our directors is not independent, within the meaning of definitions established by the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include independent directors.

Shareholder Communications with Our Board of Directors

Our company welcomes comments and questions from our shareholders. Shareholders should direct all communications to our Chief Executive Officer, K. Bryce Toussaint, at our executive offices. However, while we appreciate all comments from shareholders, we may not be able to respond individually to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with OTC Markets, so that all shareholders have access to information about us at the same time. Mr. Toussaint collects and evaluates all shareholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties, unless the communication is clearly frivolous.

Code of Ethics

As of the date of this Offering Circular, our Board of Directors has not adopted a code of ethics with respect to our directors, officers and employees.

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EXECUTIVE COMPENSATION

In General

As of the date of this Offering Circular, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.

Compensation Summary

The following table summarizes information concerning the compensation awarded, paid to or earned by, our executive officers.

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards($)	Option Awards ($)	Non-Equity Incentive Plan Compensation($)	Non-qualified Deferred Compensation Earnings($)	All Other Compen- sation($)	Total ($)
K. Bryce Toussaint	2021	150,000	–	–	–	–	–	–	150,000
Chief Executive Officer, Acting Chief Financial Officer, Secretary	2020	120,000	–	–	–	–	–	–	120,000
Anthony M. Lerner	2021	150,000	–	–	–	–	–	–	150,000
Chief Operating Officer	2020	120,000	–	–	–	–	–	–	120,000

Outstanding Option Awards

The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Offering Circular, for each named executive officer.

	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
K. Bryce Toussaint	–	–	–	–	n/a	–	n/a	–	–
Anthony M. Lerner	–	–	–	–	n/a	–	n/a	–	–

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Employment Agreements

On January 1, 2020, Mr. Toussaint entered into an employment agreement with the Company for a term of two years. Pursuant to his employment agreement, he has agreed to devote a substantial portion of his business and professional time and efforts to our business. Mr. Toussaint will receive an annual base salary of $120,000.00. Mr. Toussaint’s salary will increase to $150,000.00 annually, if the Company raises $1,000,000.00 in capital funding. Mr. Toussaint is also eligible to participate in any bonus pools established by the Company.

On January 1, 2020, Mr. Lerner entered into an employment agreement for a term of two years. Mr. Lerner commenced his position as Chief Operating Officer and member of the Board of Directors on January 1, 2020. Pursuant to his employment agreement, he has agreed to devote a substantial portion of his business and professional time and efforts to our business. Mr. Lerner will receive an annual base salary of $120,000.00. Mr. Lerner’s salary will increase to $150,000.00 annually, if the Company raises $1,000,000.00 in capital funding. Mr. Lerner is also eligible to participate in any bonus pools established by the Company.

The employment agreements provide that each employee shall receive a salary determined by the Board of Directors commensurate with the development of the Company. Each employee may be entitled to receive, at the sole discretion of our Board of Directors or a committee thereof, bonuses based on the achievement (in whole or in part) by the Company of our business plan and achievement by the employee of fixed personal performance objectives.

Outstanding Equity Awards

During the years ended December 31, 2021 and 2020, our Board of Directors made no equity awards and no such award is pending.

Long-Term Incentive Plans

We currently have no long-term incentive plans.

Director Compensation

Our directors receive no compensation for their serving as directors of our company.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,

MANAGEMENT AND THE SELLING SHAREHOLDER

The following table sets forth, as of the date of this Offering Circular, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instrument is exercisable within 60 days of the date hereof.

	Share Ownership Before This Offering		Share Ownership After This Offering
Name of Shareholder	Number of Shares Beneficially Owned	% Beneficially Owned (1)	Number of Shares Beneficially Owned	% Beneficially Owned (2)	Effective Voting Power
Common Stock
Executive Officers and Directors
K. Bryce Toussaint	26,274,819	8.24%	26,274,819	4.61%	See Note 3
Anthony M. Lerner	20,000,000	6.27%	20,000,000	3.52%	and Note 6
Officers and directors, as a group (2 persons)	46,274,819	14.51%	46,274,819	8.13%
5% Owner
Granite Global Value Investments Ltd. (4)	21,591,050	6.77%	0(5)	0%
Series B Non-Convertible Preferred Stock (6)
K. Bryce Toussaint	1,000,000	100%	1,000,000	100%

(1)	Based on 318,861,240 shares outstanding, which includes (a) 277,191,013 issued shares and (b) 41,670,227 unissued shares that underlie convertible instruments convertible within 60 days of the date of this Offering Circular, before this offering.
(2)	Based on 568,861,240 shares outstanding, which includes (a) 527,191,013 issued shares, assuming the sale of all of the Company Offered Shares and (b) 41,670,227 unissued shares that underlie convertible instruments within 60 days of the date of this Offering Circular, after this offering.
(3)	Our Chief Executive Officer, K. Bryce Toussaint, owns all of the outstanding shares of Series B Non-Convertible Preferred Stock. By such ownership, Mr. Toussaint controls the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction. (See Note 4).
(4)	The Managing Director of this entity is Tony Toffolon. The address of this entity is: Intershore Chambus, Road Town, Tortola, British Virgin Islands.
(5)	This entity is a selling shareholder in this offering (see “Selling Shareholder” below).
(6)	The shares of Series B Non-Convertible Preferred Stock have the following voting rights: the outstanding shares of Series B Non-Convertible Preferred Stock shall represent 80% of all votes entitled to be voted in all matters requiring shareholder approval. (See “Description of Securities—Series B Non-Convertible Preferred Stock”).

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Selling Shareholder

The entity named in the table below is the “Selling Shareholder.” The Selling Shareholder intends to sell a total of 21,591,050 shares of our common stock (the Selling Shareholder Offered Shares) in this offering. The Selling Shareholder is not an affiliate of our company. The Selling Shareholder Offered Shares to be offered by the Selling Shareholder named in this offering circular are “restricted securities” under applicable federal and state securities laws.

We will pay all of the expenses of this offering (other than the selling commissions payable with respect to the Selling Shareholder Offered Shares sold in this offering), but will not receive any of the proceeds from the sale of Selling Shareholder Offered Shares in this offering.

The Selling Shareholder is not a broker-dealer or affiliated with a broker-dealer. The Selling Shareholder may be deemed to be an underwriter of the shares of our common stock offered by them in this offering.

The Selling Shareholder intends to sell the Selling Shareholder Offered Shares is market transactions or in negotiated private transactions at the per share offering price of the Offering Shares, $_____[0.008-0.05].

The table below assumes that all of the securities offered in this offering will be sold.

		Prior to this Offering			After this Offering
Name of Selling Shareholder	Position, Office or Other Material Relationship	# of Shares Beneficially Owned	% Beneficially Owned (1)	# of Shares to be Offered for the Account of the Selling Shareholder	# of Shares Beneficially Owned	% Beneficially Owned (2)
Granite Global Value Investments Ltd.	None	21,591,050	6.77%	21,591,050	0	0%

(1)	Based on 318,861,240 shares outstanding, which includes (a) 277,191,013 issued shares and (b) 41,670,227 unissued shares that underlie convertible instruments convertible within 60 days of the date of this Offering Circular, before this offering.
(2)	Based on 568,861,240 shares outstanding, which includes (a) 527,191,013 issued shares, assuming the sale of all of the Company Offered Shares and (b) 41,670,227 unissued shares that underlie convertible instruments within 60 days of the date of this Offering Circular, after this offering.

Series B Non-Convertible Preferred Stock

Currently, there are 1,000,000 shares of our Series B Non-Convertible Preferred Stock issued and outstanding, all of which is owned by our Chief Executive Officer, K. Bryce Toussaint. The Series B Non-Convertible Preferred Stock has the following voting rights: the outstanding shares of Series B Non-Convertible Preferred Stock shall represent 80% of all votes entitled to be voted in all matters requiring shareholder approval. Mr. Toussaint, as the owner of all of the outstanding shares of our Series B Non-Convertible Preferred Stock, will, therefore, be able to control the management and affairs of our company, as well as matters requiring the approval by our shareholders, including the election of directors, any merger, consolidation or sale of all or substantially all of our assets, and any other significant corporate transaction.(See “Risk Factors—Risks Related to a Purchase of the Offering Shares” and “Description of Securities—Series B Non-Convertible Preferred Stock”).

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Change in Control

On July 20, 2018, the Company issued to Bayou Road Investments, Inc. (“Bayou Road”) 6,274,879 shares of its $.01 par value Common Stock representing approximately 51% of the post-issuance outstanding and reserved shares of the Company, thereby effecting a change of control. At the time of Bayou Road’s acquisition of shares of the Company, Bayou Road was wholly owned and controlled by PSWW’s Chief Executive Officer, K. Bryce Toussaint. The issuance of shares of the Company’s Common Stock was made in consideration of Bayou Road assuming all recorded liabilities of the company.

Tokata Distribution Agreement

On December 2, 2019, Bayou Road Investments, Inc. (Bayou Road) entered into a five year license agreement with Tokata Oil Recovery™, Inc. (“Licensor”) which granted Bayou Road the right to utilize the proprietary process of the Licensor (the “Tokata Process”) and utilize its apparatus for enhanced oil production. The license agreement provides Bayou Road with the right to utilize the Tokata Process and to utilize the technology to provide services to third parties and for the Company to use for its own purposes. Pursuant to the terms of the Tokata Licensing Agreement, the Company received an exclusive license for the Tokata Process in the states of Oklahoma and Louisiana. Licensor receives as payment for the use of the Tokata Process a minimum of $50,000.00 annually, the cost of the licensed item plus 15% and 2,000,000 restricted shares of our common stock.

Securities Purchase Agreement

On December 27, 2019, Momentum NRG Group, LLC (“NRG”), a Texas limited liability company, which is wholly owned by our Chief Executive Officer, K. Bryce Toussaint, purchased 6,274,879 shares of our common stock from Bayou Road for a promissory note of $1,000,000.00. The promissory note’s principal and interest are payable to the Company and it accrues interest at 8% per annum. In addition, Bayou Road received a security interest in NRG’s 6,274,879 shares of our common stock.

Share Exchange Agreement

On December 27, 2019, we consummated the acquisition of Bayou Road. Bayou Road was wholly owned by our Chief Executive Officer, K. Bryce Toussaint. Pursuant to the terms of the Share Exchange Agreement, Mr. Toussaint received 1,000,000 shares of Series B Non-Convertible Preferred Company stock and the Company received all of the outstanding shares of Bayou Road. Bayou Road became a wholly owned subsidiary of our company. The transaction resulted in $302,751 of Goodwill being recognized by us.

LEGAL MATTERS

Certain legal matters with respect to the Offering Shares offered by this Offering Circular will be passed upon by Newlan Law Firm, PLLC, Flower Mound, Texas. Newlan Law Firm, PLLC owns no securities of our company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed an offering statement on Form 1-A with the SEC under the Securities Act with respect to the common stock offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement or the exhibits and schedules filed therewith. For further information with respect to us and our common stock, please see the offering statement and the exhibits and schedules filed with the offering statement. Statements contained in this Offering Circular regarding the contents of any contract or any other document that is filed as an exhibit to the offering statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the offering statement. The offering statement, including its exhibits and schedules, may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the offering statement may be obtained from such offices upon the payment of the fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains an Internet website that contains all information regarding companies that file electronically with the SEC. The address of the site is www.sec.gov.

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INDEX TO FINANCIAL STATEMENTS

Unaudited Financial Statements for the Years Ended December 31, 2021 and 2020

Balance Sheets at December 31, 2021 and 2020 (unaudited)	F-2
Statements of Operations For the Years Ended December 31, 2021 and 2020 (unaudited)	F-3
Statements of Changes in Stockholders’ Equity (Deficit) For the Years Ended December 31, 2021 and 2020 (unaudited)	F-4
Statements of Cash Flows For the Years Ended December 31, 2021 and 2020 (unaudited)	F-5
Notes to Unaudited Financial Statements	F-6

F-1

PRINCIPAL SOLAR, INC. CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31,
	2021			2020
ASSETS
CURRENT ASSETS
Cash in Bank	$	386,789		$	11,355
Loan Origination Fees		53,425			–
TOTAL CURRENT ASSETS		440,214			11,355
NON-CURRENT ASSETS
Interest Receivable		160,000			80,000
Investments		2,547,500			544,000
Investment – Oil and Gas Leases		533,750			–
Due from Subsidiary		–			100
Goodwill		–			302,751
Note Receivable – Related Party		1,000,000			1,000,000
TOTAL NON-CURRENT ASSETS		4,241,250			1,926,851
TOTAL ASSETS	$	4,681,464		$	1,938,206
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Expenses	$	140,514		$	890,283
Accrued Payroll		123,109			–
Notes Payable		495,000			577,633
Accrued Interest on Notes Payable		66,128			152,426
Convertible Notes Payable, net		1,214,653			18,500
TOTAL CURRENT LIABILITIES		2,039,404			1,638,842
NON-CURRENT LIABILITIES
Mediation Settlement Payable		215,062			215,062
Liabilities Arising from Reverse Merger		1,003,839			1,003,839
TOTAL NON-CURRENT LIABILITIES		1,218,901			1,218,901
TOTAL LIABILITIES	$	3,258,305		$	2,857,743
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock Series A: $0.01 par value, 500,000 shares authorized; no shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		–			–
Preferred Stock Series B: $0.01 par value, 1,000,000 shares authorized; 1,000,000 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		10,000			10,000
Common Stock: $0.01 par value, 1,000,000,000 shares authorized; 263,141,013 and 62,214,392 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively		2,631,411			622,145
Additional Paid-in-capital		39,541,390			28,074,501
Accumulated Deficit		(40,759,642	)		(29,626,183	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		1,423,159			(919,537	)
TOTAL LIABILITIES AND EQUITY	$	4,681,464		$	1,938,206

The accompanying notes are an integral part of these financial statements.

F-2

PRINCIPAL SOLAR, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Year Ended December 31,
	2021			2020
REVENUE	$	5,000		$	–
OPERATING EXPENSES
General and Administrative Expenses		6,945,116			15,628,112
OPERATING LOSS		(6,940,116	)		(15,628,112	)
OTHER (INCOME) EXPENSE
Interest Income		(80,000	)		(80,000	)
Interest Expense		3,434,928			142,491
TOTAL OTHER EXPENSE		3,354,928			62,491
NET LOSS	$	(10,295,044	)	$	(15,690,603	)
Net loss per share attributable to common stockholders, basic	$	(0.07	)	$	(0.29	)
Net loss per share attributable to common stockholders, diluted	$	(0.07	)	$	(0.29	)
Weighted average shares outstanding, basic		155,668,094			53,611,362
Weighted average shares outstanding, diluted		155,668,094			53,611,362

The accompanying notes are an integral part of these financial statements.

F-3

PRINCIPAL SOLAR, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

December 31, 2021

(Unaudited)

	Preferred Stock - Series A				Preferred Stock - Series B				Common Stock						Accumulated			Total
	Shares		Value		Shares		Value		Shares		Value		APIC		Deficit			Equity
Balance December 31, 2019		–	$	–		1,000,000	$	10,000		11,839,137	$	118,392	$	13,551,476	$	(13,935,580	)	$	(255,712	)
Common stock issued		–		–		–		–		1,450,000		14,500		30,500		–			45,000
Common stock issued for services rendered		–		–		–		–		48,925,255		489,253		14,492,525		–			14,981,778
Net loss		–		–		–		–		–		–		–		(15,690,603	)		(15,690,603	)
Balance December 31, 2020		–	$	–		1,000,000	$	10,000		62,214,392	$	622,145	$	28,074,501	$	(29,626,183	)	$	(919,537	)
Common stock issued		–		–		–		–		55,076,745		550,767		4,666,873		–			5,217,640
Common stock issued for services rendered		–		–		–		–		57,929,090		579,291		3,550,646		–			4,129,937
Common stock issued upon conversion of debt		–		–		–		–		87,920,786		879,208		3,249,371		–			4,128,579
Other		–		–		–		–		–		–		–		(838,416	)		(838,416	)
Net loss		–		–		–		–		–		–		–		(10,295,044	)		(10,295,044	)
Balance December 31, 2021		–	$	–		1,000,000	$	10,000		263,141,013	$	2,631,411	$	39,541,391	$	(40,759,642	)	$	1,423,159

The accompanying notes are an integral part of these financial statements.

F-4

PRINCIPAL SOLAR, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Year Ended December 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(10,295,044	)	$	(15,690,603	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Interest Receivable		(80,000	)		(80,000	)
Accrued Interest on Convertible Notes Payable		795,481			184,808
Changes in Assets and Liabilities:
Accounts Payable and Accrued Expenses		(475,236	)		241,872
Accrued Payroll		(70,405	)		–
Net cash provided by (used in) operating activities		(10,125,204	)		(15,343,923	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Business Acquisition, net of cash acquired		(2,547,500	)		–
Net cash provided by financing activities		(2,547,500	)		–
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Issuance of Notes Payable		281,389			–
Proceeds from Issuance of Convertible Notes Payable		–			18,500
Common Stock Issued in Business Combination
Stock Subscription		–			70,000
Stock Issuance in lieu of payments		12,766,749			15,266,778
Net cash provided by financing activities		13,048,138			15,355,278
Net increase in cash and cash equivalents		375,434			11,355
Cash and cash equivalents, at beginning of year		11,355			–
Cash and cash equivalents, at end of year	$	386,789		$	11,355
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Interest Paid	$	–		$	–
Taxes Paid	$	–		$	–

The accompanying notes are an integral part of these financial statements.

F-5

PRINCIPAL SOLAR, INC.

Notes to Unaudited Consolidated Financial Statements

NOTE 1. THE COMPANY

Principal Solar, Inc. (“PSI”, the “Company”, “our”, “us”, or “we”) was incorporated on July 8, 2010, under the laws of the State of Texas and became a New York corporation upon consummation of a reverse merger. On March 7, 2011, the Company was acquired by Kupper Parker Communications, Inc. (“KPCG”), then a public shell company, in a reverse merger transaction whereby KPCG merged with and into PSI, with KPCG remaining as the surviving corporation and PSI becoming a wholly owned subsidiary of KPCG. In connection with the merger, the Company changed its corporate name from “Kupper Parker Communications, Inc.” to “Principal Solar, Inc.”. In accordance with the terms of this transaction, the shareholders of PSI exchanged all of their shares of PSI's $.01 par value common stock ("Common Stock")for shares of KPCG common stock that, immediately following the transaction, represented approximately 82 percent of the issued and outstanding common stock of the Company.

In September 2012, the Company was re-domiciled to Delaware. The Company was authorized to issue 300,000,000 shares of Common Stock with a par value of $.01 per share and 100,000,000 shares of preferred stock with a par value of $0.01 per share ("Preferred Stock"). In April 2016, the Company amended its Certificate of Incorporation reducing authorized shares to 15,000,000 shares of Common Stock and 2,000,000 shares of Preferred Stock. Par value of $.01 per share remained unchanged. In November 2019, the Board of Directors adopted a new series of 1,000,000 shares of $0.01 par value Preferred Stock (“Series B Preferred Stock”). In January 2020, the Company amended its Certificate of Incorporation increasing authorized shares to 1,000,000,000 shares of Common Stock and 2,000,000 shares of Series B Preferred Stock. Par value of $.01 per share remained unchanged. Principal Solar, Inc. is traded on the OTCPink® market under the symbol “PSWW”.

In 2019, the Company acquired all outstanding shares of Bayou Road Investments, Inc. (“Bayou Road”) in a Share Exchange for 1,000,000 shares of the Company’s Preferred Series B Stock (par $0.01) making Bayou Road a wholly-owned subsidiary of PSI. At the time of acquisition, the Bayou Road Balance Sheet contained the Tokata Licensing Agreement ($100,000 in accrued payable licensing and R&D Fees), a $1,000,000 8% Note Receivable from Momentum NRG Group LLC (a company owned by our CEO) due November 30, 2023 and Notes Payable of $545,090, including accrued interest, in four outstanding promissory notes (Steinke, Floyd, Beck and Davis) which were all in default. See Note 3, Acquisitions for further details.

Principal Solar purchased Bayou Road in order to accumulate various renewable energy technologies under a public company.

Business

Historically, our business plan has been to acquire, build, own, and operate profitable, large-scale solar generation facilities (collectively, "solar development"). The Company has failed to secure sufficient project financing to build large-scale solar generation facilities as planned and is not considering any new large utility-scale solar projects at this time. Principal Solar’s operations now are derived from its subsidiary company, Bayou Road. Bayou Road seeks to acquirelicenses for patented technology, primarily in the “Green Energy” Sector, and to subsequently monetize these technologies.

COVID-19

On January 30, 2020, the World Health Organization declared the COVID-19 (coronavirus) outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a Pandemic. The virus and actions taken to mitigate its spread have had and are expected to continue to have a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which our company operates.

The COVID-19 pandemic did not require the closure of our operations. We did suspend in-person client and business development meetings in late March 2020, but resumed such efforts in the first half of 2021. During the timeframe in which in-person meetings were suspended, we reallocated resources to on-line client and business development.

F-6

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"). All intercompany accounts and transactions have been eliminated in consolidation.

Going Concern - The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company has had negative cash flows from operations since inception. Further, the Company is not considering any new large utility-scale solar projects at this time. Its ability to continue as a going concern is dependent upon the ability of the Company to potentially develop and execute upon a new business strategy. The company will need to raise capital in order to fund its operations. This need may be adversely impacted by uncertain market conditions. To address its financing requirements, the company will seek financing through debt and equity financings.

The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be ableto continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of our consolidated financial statements in accordance with GAAP requires us, on an ongoing basis, to make significant estimates and judgments that affect the reported values of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions we believe are reasonable under the circumstances, the results of which form the basis for our conclusions. Actual results may differ from these estimates under different assumptions or conditions. Such differences could have a material impact on our future financial position, results of operations, and cash flows.

Cash and Cash Equivalents

We consider cash, deposits, and short-term investments with original maturities of three months or less as cash and cash equivalents.

Note Receivable

Our note receivable came from the Bayou Road acquisition and is with a related party. The note bears interest at 8% and matures on November 30, 2023. The note receivable is stated at amount due. Interest income accrued for the year ended December 31, 2021 was $80,000.

Income Taxes

The Company’s provision for income taxes or benefit comprises (i) amounts estimated to be payable or receivable with respect to its income or loss for the period pursuant to the statutory provisions of the various federal, state, and local jurisdictions in which they are subject to taxation and (ii) the changes in deferred tax assets and liabilities during the period.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities, including related operating loss and tax credit carryforwards, using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

F-7

Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which these items are expected to reverse. If needed, a valuation allowance is recorded for deferred taxes where it appears more likely than not that the Company will not be able to recover the deferred tax asset. In making such determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.

The Company recognizes tax benefits related to uncertain tax positions if we believe it is more likely than not that the benefit will be realized. The Company classifies any interest and penalty payments or accruals within the provision for income taxes in the consolidated financial statements. There was no accrual of interest or penalties, nor were there any unrecognized tax benefits at December 31, 2021 and 2020. The Company’s federal and various state income tax returns are generally subject to examinations for years 2015 and later. However, the Company’s net operating loss carryforwards can extend the time for which a taxing authority may make adjustments to such carryforwards.

Fair Value

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

ASC 820 defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value as follows:

Level 1—Observable inputs for identical instruments such as quoted market prices;

Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs); and

Level 3—Unobservable inputs that reflect the Company’s determination of assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including the Company’s own data.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. We believe the carrying values of our current assets and current liabilities approximate their fair values, and the carrying value of our notes payable approximate their estimated fair value for debts with similar terms, interest rates, and remaining maturities currently available to companies with similar credit ratings.

Related Party Transactions

All related party transactions are evaluated by our officers and/or Board of Directors who take into account various factors, including their fiduciary duty to the Company; the relationships of the related parties to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; and the terms the Company could receive from an unrelated third party. Despite this review, related party transactions may not be recorded at fair value.

F-8

Net Loss per Share

Basic net income or loss per share is computed by dividing the net income or loss for the period by the weighted average number of shares of Common Stock outstanding for the period. Diluted income per share reflects the potential dilution of derivative securities by including other potential issuances of Common Stock including shares to be issued upon exercise of options and warrants and upon conversion of convertible debt. Potentially dilutive shares are not included in the event of a loss as the effect of doing so would be anti-dilutive.

Recent Accounting Pronouncements

Recently Issued - Not Yet Adopted

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses. The standard changes the impairment model for most financial assets and certain other instruments, including trade and other receivables, held-to-maturity debt securities and loans, and requires entities to use a new forward-looking expected loss model that will result in the earlier recognition of allowance for losses. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company is evaluating the new guidance and does not believe this standard will have a material impact on its financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases. This update applies to any entity that enters into a lease, with some specified scope exemptions. Under this update, a lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. While there were no major changes to the lessor accounting, changes were made to align key aspects with the revenue recognition guidance. In January 2018, the FASB issued ASU 2018-01, Leases - Land Easement Practical Expedient, which permits an entity an optional election to not evaluate under ASU 2016-02 those existing or expired land easements that were not previously accounted for as leases prior to the adoption of ASU 2016-02. In February 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases, to increase stakeholders’ awareness of Codification amendments and expedite improvements. In July 2018, the FASB issued ASU 2018-11, Leases - Targeted Improvements, which adds a transition option permitting entities to apply the provisions of the new standard at its adoption date instead of the earliest comparative period presented in the financial statements. Under this transition option, comparative reporting would not be required, and the provisions of the standard would be applied prospectively to leases in effect at the date of adoption. This update will be effective for fiscal years beginning after December 15, 2021. The Company is currently evaluating the impact of this standard on its financial statements and does not believe this standard will have a material impact on its financial statements.

Recently Adopted

None.

F-9

NOTE 3. ACQUISITION

In 2019, the Company acquired all outstanding shares of Bayou Road Investments, Inc. (“Bayou Road”) in a Share Exchange for 1,000,000 shares of the Company’s Preferred Series B Stock (par $0.01) making Bayou Road a wholly-owned subsidiary of PSI. The value of the preferred shares was the difference between the historical value of the assets acquired and liabilities acquired in the share exchange. The value of the liabilities acquired was in excess of the assets acquired and therefore, the value of the preferred stock included $10,000 of par value and a negative effect to additional paid-in-capital of $893,991. Principal Solar purchased Bayou Road in order to accumulate various renewable energy technologies under a public company. All entities involved in the acquisition are under common control and the net assets were recorded using the historical book value of the Bayou Road entity at the date of the acquisition. The difference between the historical book value of the assets and liabilities acquired is treated as an equity transaction.

The following table summarizes the assets, liabilities and excess historical book value amounts related to the acquisition:

Historical Book Value of Assets Acquired:
Note Receivable	$	1,000,000
Historical Book Value of Liabilities Acquired:
Accounts Payable	$	100,000
Notes Payable		545,090
Mediation Settlement Liability		215,062
Liabilities from Merger		1,003,839
Total Historical Book Value of Liabilities Acquired	$	1,863,991
Preferred Stock Issued	$	10,000
Excess Historical Book Value:
Contributed Capital	$	(893,991	)

See details of notes payable acquired in Note 5, Debt.

ASC Section 805-50 addresses accounting for common control transactions. The acquisition represents an acquisition of an entity under common control. The combined consolidated financial statements of the Company report the operations for the year ended December 31, 2020 as though the combination of the Bayou Road entity had always been in effect. The following table summarizes Bayou Road’s revenues and expenses included in the Company’s combined statement of operations from the acquisition.

	Year Ended December 31, 2020
Revenues	$	–
Operating Expenses		4,458,329
Other (Income) Loss, net		1,963,969
Net Loss	$	6,422,298

The following unaudited pro forma combined financial information present combined results of the Company and Bayou Road as if the Bayou Road acquisition had occurred at the beginning of 2019.

	December 31, 2020
Revenues	$	–
Operating Expenses		4,458,329
Other Income, net		1,963,969
Net Loss	$	6,422,298

F-10

NOTE 4. LIABILITIES ARISING FROM REVERSE MERGER

Liabilities arising from the reverse merger represent long term real estate leases which had been abandoned, general unsecured liabilities, commercial liens, and tax liens filed with various states all associated with the Company’s pre-reverse merger operations, which were unknowingly assumed in the March 2011 reverse merger transaction with KPCG. See Note 1, The Company, for a description of this transaction. The statute of limitations for most of such liabilities is five years and for most liens is ten years, subject to renewal at the lien holders’ option, depending upon the jurisdiction. Although the liens accrue interest at between 8% and 12% per year, the Company has ceased accruing interest as it believes the liability recorded to date is adequate to cover the ultimate claims that may, one day, be presented. Liabilities not associated with a lien have been accrued based upon management’s estimation of the amount to be paid. Liabilities associated with a lien have been accrued at face value. Management believes all such liabilities have been indemnified by Pegasus Funds, LLC (and/or its affiliates or related parties, “Pegasus”) to which (including its assigns) the Company issued 534,654 shares of its common stock as part of the reverse merger transaction. However, as the Company is obligor, the Company has recorded the liability. To date, only one lien holder has approached the Company concerning payment. Such lien holder is pursuing the former management of the Company first through litigation. To the extent such lien holder recovers the liability from the former management, the lien against the Company will be reduced.

NOTE 5. NOTES PAYABLE

Arowana Note

On August 20, 2015, the Company issued a promissory note and security agreement to Arowana in the original principal amount of $1.6 million. The note matured on December 31, 2016 and had simple interest at the rate of 6% per annum (the “Arowana Note”). On March 2, 2017, the Company issued to Arowana a promissory note in the amount of $208,000 to replace the earlier note. The replacement note bore interest at a rate of 10% per annum and is unsecured. The replacement note was payable in installments of $5,000 per month, beginning on the effective date of the note and each month thereafter with a balloon payment of $181,000 due on September 30, 2017. The Company missed the final payment and the note went into default. In default, the interest rate increased to 12% per annum calculated retroactively to the original date of the note.

On December 7, 2018, the District Court of Dallas County Texas issued a judgment against the Company in the amount of $215,000 to include unpaid principal, pre-judgment interest, plaintiff’s attorney fees, and court expenses. The court also ordered the Company to pay plaintiff's stated attorney fees in punitive amounts in the event of an appeal, which is not anticipated at this time. As of December 31,2021, the judgment amount has not been paid in full. The Company has attempted to contact the judgment holder but the attorney representing the judgment holder no longer represents such holder and the judgment holder has not been responsive. No collection efforts have been made on the judgment. The $215,000 is included in mediation settlement payable on the consolidated balance sheets.

Wisner Note

On May 28, 2020, the Company issued a promissory note and security agreement to Brandon Wisner in the original principal amount of $30,000. The note matured on September 28, 2020. The note was issued at a 50% discount and if not paid at maturity bears an additional 20% penalty added to the payable balance. The note is secured by a personal guarantee of the maker. We made payments in 2021 of $15,000 towards the principal amount of the loan. The principal amount of $15,000 is included in notes payable on the consolidated balance sheets.

F-11

Notes Payable arising from the acquisition of Bayou Road Investments consisted of the following at December 31, 2021:

	2021
Note 1 – Unsecured Note Payable; Original Issue date January 2018; Interest at 20%	$	25,000
Note 2 – Unsecured Note Payable; Original Issue date January 2018; Interest at 20%		25,000
Note 3 – Unsecured Note Payable; Original Issue date February 2018; Interest at 20%		50,000
Note 4 –Unsecured Note Payable; Original Issue date December 2014; Interest at 17%		–
Total Notes Payable, Principal		100,000
Accrued Interest on Notes Payable		166,600
Total Notes Payable, Principal and Interest	$	266,600

Interest expense for the years ended December 31, 2021 and 2020 was $53,650 and $57,140, respectively. As of December 31, 2021 and 2020, the principal balance of $100,000 and $100,000, respectively, was included in notes payable in the consolidated balance sheets. Accrued interest payable at December 31, 2021 and 2020 was $166,600 and $112,950, respectively, was included in accrued interest on notes payable in the consolidated balance sheets.

NOTE 6. CONVERTIBLE NOTES

GPL Ventures LLC Convertible Notes

On April 15, 2020, the Company issued a convertible promissory note in the amount of $10,000.00, to GPL Ventures LLC (“GPL”). This promissory note is due on April 15, 2021, accrues interest at 10% annually and is convertible from time to time by GPL at the conversion price (“Conversion Price”) which shall be equal to the lesser of a) $0.01 or b) Fifty Percent (50%) (“Conversion Price Discount”) of the lowest trading price on the OTC Bulletin Board. In consideration of its issuance of such convertible promissory note, the Company received cash consideration

On May 15, 2020, the Company issued a convertible promissory note in the amount of $377,633.00, to GPL. This promissory note is due on May 15, 2021, accrues interest at 10% annually and is convertible from time to time by GPL at the Conversion Price (50% of 20 trading day low). This convertible promissory note is currently being held in escrow by the Company until the Company receives the cash consideration stipulated under the terms of the note. This note was converted to stock during 2021.

On July 10, 2020, the Company issued a convertible promissory note in the amount of $3,500.00, to GPL. This promissory note is due on July 10, 2021, accrues interest at 10% annually and is convertible from time to time by GPL at the Conversion Price $0.0001 (significantly below par and convertible to a significant number of shares). In consideration of its issuance of such convertible promissory note, the Company received cash consideration.

Stefonetti Convertible Note

On July 30, 2020, the Company issued a convertible promissory note (tainted note) in the amount of $5,000.00, to JeanMarie Stefonetti. This promissory note has no maturity date but is convertible after July 30, 2021, accrues interest at 12% annually and is convertible from time to time by Ms. Stefonetti at the Conversion Price $0.01 (at par).

F-12

AES Convertible Note

On May 21, 2021, the Company issued a convertible redeemable note in the amount of $70,560 to AES Capital Management, LLC. This redeemable note has a maturity date of May 21, 2022, accrues interest at 6% annually and is convertible by the holder at any time at the Conversion Price equal to the final offering price of the Company’s Regulation A offering.

Westland Properties Convertible Note

On September 10, 2021, the Company issued a convertible redeemable note in the amount of $200,000 to Westland Properties, LLC. This redeemable note has a maturity date of September 10, 2022, accrues interest at 2% annually and is convertible by the holder at any time at the Conversion Price equal to the final offering price of the Company’s Regulation A offering.

Granite Global Convertible Note

On November 19, 2021, the Company issued a convertible promissory note in the amount of $2,100,000 to Granite Global Value Investments Ltd. This promissory note has a maturity date of November 19, 2022, accrues interest at 24% annually and is convertible by the holder at any time at the Conversion Price equal to the final offering price of the Company’s Regulation A offering. The noteholder has converted $1,727,284 of this note into 21,591,050 shares during 2021.

NOTE 7. SHAREHOLDERS’ EQUITY

Preferred Stock

Series A Preferred Stock

As of December 31, 2021, the Company has authorized 500,000 shares of $.01 par value Series A Preferred Stock with none outstanding.

The Series A Non-Convertible Preferred Stock does not possess voting rights. Holders of Series A Non- Convertible Preferred Stock shall be entitled to a semiannual interest payment equal to 8% per annum of the amount invested from the date of issuance. Such dividend payment will be made on or before July 15th and on or before January 15th of each calendar year, on each outstanding share of Series A Non- Convertible Preferred Stock. Each share of Series A Non-Convertible Preferred Stock shall have a stated value of $2.00. We will redeem each share of Series A Non-Convertible Preferred Stock on or before the third anniversary from the date of issuance. The redemption shall include any accrued and unpaid dividends. The Series A Non-Convertible Preferred Stock shall rank, as to payment of dividends, rights to distribution of assets upon liquidation, dissolution rights and/or winding up rights of our company and such other items as may arise from time to time: senior to the shares of (a) our common stock and (b) any other class or series of capital stock issued by us which, by its terms, does not expressly rank senior to, or on a parity with, the Series A Non-Convertible Preferred Stock ( the “Junior Stock”).

F-13

Series B Preferred Stock

As of December 31, 2021, the Company has authorized 2,000,000 shares of $.01 par value Series B Preferred Stock with 1,000,000 shares issued and outstanding.

Except as otherwise required by law or by our Certificate of Incorporation, the outstanding shares of Series B Non-Convertible Preferred Stock shall vote together with the shares of our common stock and other voting securities of our company as a single class and, regardless of the number of shares of Series B Non-Convertible Preferred Stock outstanding and as long as at least one of such shares of Series B Non-Convertible Preferred Stock is outstanding, shall represent 80% of all votes entitled to be voted at any annual or special meeting of our shareholders or action by written consent of shareholders. Each outstanding share of the Series B Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which is allocated to the outstanding shares of Series B Non-Convertible Preferred Stock. The holders of Series B Non-Convertible Preferred Stock shall not be entitled to receive dividends. Each share of Series B Non-Convertible Preferred Stock shall have a stated value of $1.00. The shares of Series B Non-Convertible Preferred Stock shall have no rights of conversion into shares of our common stock. The Series B Non-Convertible Preferred Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (a) rank senior to any of the shares of our common stock and any other class or series of stock which, by its terms, shall rank junior to the Series B Non-Convertible Preferred Stock, and (b) rank junior to any other series or class of our preferred stock and any other class or series of stock which, by its terms, shall rank senior to the Series B Non-Convertible Preferred Stock.

Common Stock

At December 31, 2021, the Company had authorized 1,000,000,000 shares of $.01 par value Common Stock, and it trades on the OTC Pink® under the symbol “PSWW.” Holders of our Common Stock are entitled to one vote per share and receive dividends or other distributions when, and if, declared by our Board of Directors.

We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Common Stock Issuances

During 2021, the Company’s Management deemed it was in the best interest of the Company to conserve its operating cash and settle certain outstanding liabilities with the issuance of stock. The Company issued 57,929,090 shares of Common Stock with a value of $4,129,937 to settle these liabilities.

During 2021, the Company issued 87,920,786 shares with a value of $4,128,579 upon the conversion of debt.

During 2021, the Company issued 55,076,745 shares of Common Stock with a value of $6,510,020 in private placements with accredited investors.

NOTE 8. INCOME TAXES

We follow ASC 740 Accounting for Uncertainty in Income Taxes. Under ASC 740, tax benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than fifty percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in our tax returns that do not meet these recognition and measurement standards. We had no liabilities for unrecognized tax benefits at December 31, 2021 and 2020.

Our policy is to recognize potential interest and penalties accrued related to unrecognized tax benefits within income tax expense. For the years ended December 31, 2021 and 2020, we did not recognize any interest or penalties in our statement of operations, nor did we have any interest or penalties accrued in our balance sheet at June 30, 2021 and 2020 relating to unrecognized tax benefits.

F-14

NOTE 9. GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the years ended December 31, 2021 and 2020 were:

	Year Ended December 31,
	2021		2020
General and Administrative Expenses:
Administrative	$	61,117	$	5,662
Advertising and Marketing		847,872		10,000
Bank Fees		5,429		832
Board of Directors Costs		408,302		–
Charitable Donations		72,551		–
Dues and Subscriptions		1,309		–
Employee Relations		4,590		–
Loan Service Fees		92,262		–
Meals and Entertainment		39,589		4,942
Office Expense		18,884		420
Payroll
Officer’s Salaries		280,000		169,294
Officer’s Other Compensation		9,340		–
Officer’s Stock-based Compensation		–		15,341,778
Postage and Delivery		577		274
Stock-based Compensation – Non-employees		1,554,290		–
Telephone		3,627		855
Training and Seminars		6,860		–
Travel		147,371		4,664
Website and Internet		1,236		459
Miscellaneous Expense		12,858		37,244
Professional Services
Accounting		259,145		3,501
Audit Fees		52,828		–
Broker Fees		697,678		–
Consulting		1,758,541		6,500
Investor Relations		75,000		–
Legal		461,229		7,924
Public Company Costs		59,252		33,413
Wire Services		13,379
Total General and Administrative Expenses	$	6,945,116	$	15,628,112

F-15

NOTE 10. RELATED PARTY TRANSACTIONS

Note Receivable

On December 27, 2019, the Company closed an acquisition with an entity (Bayou Road Investments, Inc.) that was owned by the Company’s Interim Chief Executive Officer and majority shareholder, K. Bryce Toussaint. The entity held a $1,000,000 promissory note receivable from a Company majority owned by the Company’s Interim CEO, accruing interest of 8% per annum, payable to the Company. The note is secured by 6,374,879 shares of our common stock. Principal and accrued interest are due when the note matures on November 30, 2023. No payments have been made on the promissory note to date. Interest income for the year ended December 31, 2021 was $80,000. The principal amount of $1,000,000 is included in note receivable – related party on the consolidated balance sheets. Accrued interest of $160,000 is included in interest receivable on the consolidated balance sheets.

NOTE 11. SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-16

PART III – EXHIBITS

Index to Exhibits

Exhibit Number	Exhibit Description
2.1	Articles of Incorporation
2.2	Certificate of Designation dated November 29, 2019
2.3	Amended Certificate of Amendment dated January 3, 2020
2.4	Certificate of Designation, dated June 26. 2020
2.8	By-Laws
3.1	Specimen Stock Certificate
4.1*	Subscription Agreement
6.1	Employment Agreement of K. Bryce Toussaint, dated January 1, 2020
6.2	Employment Agreement of Anthony Lerner, dated January 1, 2020
6.3	Promissory Note dated, December 27, 2019
6.4	Distribution Agreement, dated December 2, 2019
6.5	Addendum to Distribution Agreement, dated December 2, 2019
6.6	Securities Purchase Agreement, dated July 20, 2018
6.7	Securities Purchase Agreement, dated December 27, 2019
6.8	Marketing and License Agreement between Tokata Oil Recovery, Inc. and Bayou Road Investments, Inc., dated December 2, 2019
6.81	Satisfaction Agreement and Waiver and Release of Claims between Bayou Road Investments and Crovus & Coil, dated March 23 2020
6.82	Satisfaction Agreement and Waiver and Release of Claims between Bayou Road Investments and Hamershlag Private Capital Management, dated March 23 2020
6.83	Satisfaction Agreement and Waiver and Release of Claims between Bayou Road Investments and Bernard & Yam LLP, dated March 23 2020
6.84	Satisfaction Agreement and Waiver and Release of Claims between Bayou Road Investments and Prospr Global LLC dated March 23 2020
6.9	Bayou Road Investment Inc. Convertible Note for Roderick Floyd, dated February 15, 2018
6.91	Bayou Road Investments Inc Convertible Note for Elizabeth Steinke, dated January 30, 2018
6.92	Bayou Road Investments Inc. Convertible Note for Michael Craig Beck, dated February 14, 2018
6.93	Bayou Road Investments Inc. Convertible Note for Stephen J. Davis, dated December 22, 2014
6.94	Principal Solar, Inc. Convertible Promissory Note for GPL Ventures LLC, dated April 15, 2020
6.95	Principal Solar, Inc. Convertible Promissory Note for GPL Ventures LLC, dated May 15, 2020
6.96	Principal Solar, Inc. Convertible Promissory Note for GPL Ventures LLC, dated July 10, 2020
6.97	Principal Solar, Inc. Convertible Promissory Note for Arowana International Limited, dated August 20, 2015
6.98	Loan Modification Agreement between Bayou Road Investments, Inc. and Stephen J. Davis, dated December 22, 2014
6.981	Promissory Note for Eric Stahl, dated June 1, 2020
6.982	Promissory Note for Brandon Wisner, dated May 28, 2020
6.983*	Promissory Note in favor of Coventry Enterprises, LLC, dated December 30, 2021
6.984*	Promissory Note in favor of Westland Properties, LLC, dated September 10, 2021
6.985*	Promissory Note in favor of AES Capital Management, LLC, dated May 21, 2021
6.986*	Development Agreement with IPLT
6.987+	Promissory Note in favor of Godfrey Davis Holdings, LLC dated March 8, 2022
6.988+	Royalty Agreement between the Company and ETruck Transportation, LLC
6.989+	Securities Purchase Agreement between the Company and Godfrey Davis Holdings, LLC
6.990+	Purchase Agreement with Double H Services
6.991+	Subscription Agreement between the Company ETruck Transportation, LLC
6.992+	Development Agreement between the Company and IPLTC
6.993+	Amendment to Development Agreement between the Company and IPLTC
7.1	Share Exchange Agreement, dated December 27, 2019
11.1 +	Consent of Newlan Law Firm, PLLC (included in Exhibit 12.1)
12.1 +	Opinion of Newlan Law Firm, PLLC

__________________

+ Filed herewith.

* Filed previously; all other exhibits incorporated by reference as indicated.

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SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on May 2, 2022.

PRINCIPAL SOLAR, INC.

By: /s/ K. Bryce Toussaint       

K. Bryce Toussaint

Chief Executive Officer

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

By: /s/ K. Bryce Toussaint        K. Bryce Toussaint Chief Executive Officer, Acting Chief Financial Officer [Principal Accounting Officer], Secretary and Director	May 2, 2022
By: /s/ Anthony M. Lerner      Anthony M. Lerner Chief Operating Officer and Director	May 2, 2022

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EX1A-6 MAT CTRCT

Exhibit 6.987

THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER (THE "1933 ACT”)

US $210,000.00

PRINCIPAL SOLAR, INC.

2% CONVERTIBLE REDEEMABLE NOTE

DUE MARCH 8, 2023

FOR VALUE RECEIVED, PRINCIPAL SOLAR, INC. (the “Company”) promises to pay to the order of GODFREY DAVIS HOLDINGS, LLC and its authorized successors and permitted assigns ("Holder"), the aggregate principal face amount of Two Hundred Ten Thousand Dollars (U.S. $210,000.00) on March 8, 2023 ("Maturity Date") and to pay interest on the principal amount outstanding hereunder at the rate of 2% per annum commencing on March 8, 2022 (“Issuance Date”). This Note shall contain an original issue discount of $105,000, such that the purchase price is $105,000. The interest will be paid to the Holder in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note. The principal of, and interest on, this Note are payable at 700 Colorado Blvd., #155, Denver, CO 80206, initially, and if changed, last appearing on the records of the Company as designated in writing by the Holder hereof from time to time. The Company will pay each interest payment and the outstanding principal due upon this Note before or on the Maturity Date, less any amounts required by law to be deducted or withheld, to the Holder of this Note by check or wire transfer addressed to such Holder at the last address appearing on the records of the Company. The forwarding of such check or wire transfer shall constitute a payment of outstanding principal hereunder and shall satisfy and discharge the liability for principal on this Note to the extent of the sum represented by such check or wire transfer. Interest shall be payable in Common Stock (as defined below) pursuant to paragraph 4(b) herein.

This Note is subject to the following additional provisions:

1.                  This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same. No service charge will be made for such registration or transfer or exchange, except that Holder shall pay any tax or other governmental charges payable in connection therewith.

2.The Company shall be entitled to withhold from all payments any amounts required to be withheld under applicable laws.

3.This Note may be transferred or exchanged only in compliance with the Securities Act of 1933, as amended ("Act") and applicable state securities laws. Any attempted transfer to a non-qualifying party shall be treated by the Company as void. Prior to due presentment for transfer of this Note, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Company's records as the owner hereof for all other purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected or bound by notice to the contrary. Any Holder of this Note electing to exercise the right of conversion set forth in Section 4(a) hereof, in addition to the requirements set forth in Section 4(a), and any prospective transferee of this Note, also is required to give the Company written confirmation that this Note is being converted ("Notice of Conversion") in the form annexed hereto as Exhibit A. The date of receipt (including receipt by telecopy) of such Notice of Conversion shall be the Conversion Date.

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4.(a) The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price for each share of Common Stock equal to the final offering price of the Company’s Regulation A offering when qualified and subject to adjustment for any post qualification pricing adjustments (the “Conversion Price”). In no event shall the Holder be allowed to effect a conversion if such conversion, along with all other shares of Company Common Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of the Company (which may be increased up to 9.9% upon 61 days’ prior written notice by the Holder). The Conversion Price, look back period and other terms will be adjusted on a ratchet basis if the Company offers a more favorable conversion discount, prepayment rate, interest rate, (whether through a straight discount or in combination with an original issue discount), look back period or other more favorable term to another party for any financings while this Note is in effect, including but not limited to defaults, penalties and the remedy for such defaults or penalties.

(b) Interest on any unpaid principal balance of this Note shall be paid at the rate of 2% per annum. Interest shall be paid by the Company in Common Stock ("Interest Shares"). Holder may, at any time, send in a Notice of Conversion to the Company for Interest Shares based on the formula provided in Section 4(a) above. The dollar amount converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of this Note to the date of such notice.

(c) The Notes may be prepaid with the following penalties:

PREPAY DATE	PREPAY AMOUNT
≤ 30 days	110% of principal plus accrued interest
31- 60 days	114% of principal plus accrued interest
61-90 days	118% of principal plus accrued interest
91-120 days	122% of principal plus accrued interest
121-150 days	126% of principal plus accrued interest
151-180 days	130% of principal plus accrued interest

This Note may not be prepaid after the 180^th day. Such redemption must be closed and funded within 3 days of giving notice of redemption or the right to redeem shall be null and void. Any partial prepayments will be made in accordance with the formula set forth in the chart above with respect to principal, premium and interest.

(d)Upon (i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions, (ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, other than a forward or reverse stock split or stock dividend, or (iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of items (i), (ii) and (iii) being referred to as a "Sale Event"), then, in each case, the Company shall, upon request of the Holder, redeem this Note in cash for 150% of the principal amount, plus accrued but unpaid interest through the date of redemption, or at the election of the Holder, such Holder may convert the unpaid principal amount of this Note (together with the amount of accrued but unpaid interest) into shares of Common Stock immediately prior to such Sale Event at the Conversion Price.

(e)In case of any Sale Event (not to include a sale of all or substantially all of the Company’s assets) in connection with which this Note is not redeemed or converted, the Company shall cause effective provision to be made so that the Holder of this Note shall have the right thereafter, by converting this Note, to purchase or convert this Note into the kind and number of shares of stock or other securities or property (including cash) receivable upon such reclassification, capital reorganization or other change, consolidation or merger by a holder of the number of shares of Common Stock that could have been purchased upon exercise of the Note and at the same Conversion Price, as defined in this Note, immediately prior to such Sale Event. The foregoing provisions shall similarly apply to successive Sale Events. If the consideration received by the holders of Common Stock is other than cash, the value shall be as determined by the Board of Directors of the Company or successor person or entity acting in good faith.

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5.No provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place, and rate, and in the form, herein prescribed.

6.The Company hereby expressly waives demand and presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice of acceleration or intent to accelerate, and diligence in taking any action to collect amounts called for hereunder and shall be directly and primarily liable for the payment of all sums owing and to be owing hereto.

7.The Company agrees to pay all costs and expenses, including reasonable attorneys' fees and expenses, which may be incurred by the Holder in collecting any amount due under this Note.

8.                  If one or more of the following described "Events of Default" shall occur:

(a)The Company shall default in the payment of principal or interest on this Note or any other note issued to the Holder by the Company; or

(b)Any of the representations or warranties made by the Company herein or in any certificate or financial or other written statements heretofore or hereafter furnished by or on behalf of the Company in connection with the execution and delivery of this Note, or the Securities Purchase Agreement under which this note was issued shall be false or misleading in any respect; or

(c)The Company shall fail to perform or observe, in any respect, any covenant, term, provision, condition, agreement or obligation of the Company under this Note or any other note issued to the Holder; or

(d)The Company shall (1) become insolvent; (2) admit in writing its inability to pay its debts generally as they mature; (3) make an assignment for the benefit of creditors or commence proceedings for its dissolution; (4) apply for or consent to the appointment of a trustee, liquidator or receiver for its or for a substantial part of its property or business; (5) file a petition for bankruptcy relief, consent to the filing of such petition or have filed against it an involuntary petition for bankruptcy relief, all under federal or state laws as applicable; or

(e)A trustee, liquidator or receiver shall be appointed for the Company or for a substantial part of its property or business without its consent and shall not be discharged within sixty (60) days after such appointment; or

(f)Any governmental agency or any court of competent jurisdiction at the instance of any governmental agency shall assume custody or control of the whole or any substantial portion of the properties or assets of the Company; or

(g)One or more money judgments, writs or warrants of attachment, or similar process, in excess of fifty thousand dollars ($50,000) in the aggregate, shall be entered or filed against the Company or any of its properties or other assets and shall remain unpaid, unvacated, unbonded or unstayed for a period of fifteen (15) days or in any event later than five (5) days prior to the date of any proposed sale thereunder; or

(h)Defaulted on or breached any term of any other purchase agreement or note or similar debt instrument into which the Company has entered and failed to cure such default within the appropriate grace period; or

(i)The Company shall have its Common Stock delisted from an exchange (including the OTC Markets exchange) or, if the Common Stock trades on an exchange, then trading in the Common Stock shall be suspended for more than 10 consecutive days or ceases to file its 1934 act reports with the SEC;

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(j)If a majority of the members of the Board of Directors of the Company on the date hereof are no longer serving as members of the Board;

(k)The Company shall not deliver to the Holder the Common Stock pursuant to paragraph 4 herein without restrictive legend within 3 business days of its receipt of a Notice of Conversion which includes an Opinion of Counsel expressing an opinion which supports the removal of a restrictive legend; or

(l)The Company shall not replenish the reserve set forth in Section 12, within 3 business days of the request of the Holder.

(m)The Company shall be delinquent in its periodic report filings with the Securities and Exchange Commission; or

(n)The Company shall cause to lose the “bid” price for its stock in a market (including the OTC marketplace or other exchange).

Then, or at any time thereafter, unless cured within 5 days, and in each and every such case, unless such Event of Default shall have been waived in writing by the Holder (which waiver shall not be deemed to be a waiver of any subsequent default) at the option of the Holder and in the Holder's sole discretion, the Holder may consider this Note immediately due and payable, without presentment, demand, protest or (further) notice of any kind (other than notice of acceleration), all of which are hereby expressly waived, anything herein or in any note or other instruments contained to the contrary notwithstanding, and the Holder may immediately, and without expiration of any period of grace, enforce any and all of the Holder's rights and remedies provided herein or any other rights or remedies afforded by law. Upon an Event of Default, interest shall accrue at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event of a breach of Section 8(k) the penalty shall be $250 per day the shares are not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty shall increase to $500 per day beginning on the 10^th day. In an event of a breach of Section 8(h) the Holder may elect to utilize the same remedy available under the defaulted interest and such remedy shall be incorporated by reference into the terms of this Note. The penalty for a breach of Section 8(n) shall be an increase of the outstanding principal amounts by 20%. Further, if a breach of Section 8(m) occurs or is continuing after the 6 month anniversary of the Note, then the Holder shall be entitled to use the lowest closing bid price during the delinquency period as a base price for the conversion instead of the Conversion Price.

If the Holder shall commence an action or proceeding to enforce any provisions of this Note, including, without limitation, engaging an attorney, then if the Holder prevails in such action, the Holder shall be reimbursed by the Company for its attorneys’ fees and other costs and expenses incurred in the investigation, preparation and prosecution of such action or proceeding.

The Company must pay the Failure to Deliver Loss by cash payment, and any such cash payment must be made by the third business day from the time of the Holder’s written notice to the Company.

9.In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

10.Neither this Note, nor any term hereof may be amended, waived, discharged, or terminated other than by a written instrument signed by the Company and the Holder.

11.The Company represents that it is not a “shell” issuer and has never been a “shell” issuer or that if it previously has been a “shell” issuer that at least 12 months have passed since the Company has reported form 10 type information indicating it is no longer a “shell” issuer. Further. The Company will instruct its counsel to either (i) write a 144 opinion to allow for salability of the conversion shares or (ii) accept such opinion from Holder’s counsel.

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12.The Company shall issue irrevocable transfer agent instructions reserving 1,000,000 shares of its Common Stock for conversions under this Note (the “Share Reserve”). Upon full conversion of this Note, any shares remaining in the Share Reserve shall be cancelled. The Company shall pay all transfer agent costs associated with issuing and delivering the share certificates to Holder. If such amounts are to be paid by the Holder, it may deduct such amounts from the Conversion Price. The Company should at all times reserve a minimum of four times the amount of shares required if the note would be fully converted. The Holder may reasonably request increases from time to time to reserve such amounts. The Company will instruct its transfer agent to provide the outstanding share information to the Holder in connection with its conversions.

13.The Company will give the Holder direct notice of any corporate actions, including but not limited to name changes, stock splits, recapitalizations etc. This notice shall be given to the Holder as soon as possible under law.

14.If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable provision shall automatically be revised to equal the maximum rate of interest or other amount deemed interest permitted under applicable law. The Company covenants (to the extent that it may lawfully do so) that it will not seek to claim or take advantage of any law that would prohibit or forgive the Company from paying all or a portion of the principal or interest on this Note.

15.This Note shall be governed by and construed in accordance with the laws of Colorado applicable to contracts made and wholly to be performed within the State of Colorado and shall be binding upon the successors and assigns of each party hereto. The Holder and the Company hereby mutually waive trial by jury and consent to exclusive jurisdiction and venue in the courts of the State of Colorado or in the Federal courts sitting in the county or city of Denver, Colorado. This Agreement may be executed in counterparts, and the facsimile transmission of an executed counterpart to this Agreement shall be effective as an original.

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IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by an officer thereunto duly authorized.

Dated: 3-17-2022                        

PRINCIPAL SOLAR, INC.

By:   /s/ K Bryce Toussaint                                      

Title: CEO and Chairman of the Board

6

NOTICE OF CONVERSION

(To be Executed by the Registered Holder in order to Convert the Note)

The undersigned hereby irrevocably elects to convert $____________ of the above Note into _______________ Shares of Common Stock of PRINCIPAL SOLAR, INC. (“Shares”) according to the conditions set forth in such Note, as of the date written below.

If Shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer and other taxes and charges payable with respect thereto.

Date of Conversion:_________________________________________________

Applicable Conversion Price:_________________________________________

Signature:_________________________________________________________

[Print Name of Holder and Title of Signer]

Address:_________________________________________________________

                _________________________________________________________

SSN or EIN:_________________________

Shares are to be registered in the following name:______________________________________

Name:____________________________________________________

Address: __________________________________________________

Tel:_________________________________

Fax:________________________________
SSN or EIN:__________________________

Shares are to be sent or delivered to the following account:

Account Name:____________________________________________________

Address: _________________________________________________________

7

EX1A-6 MAT CTRCT

Exhibit 6.988

ROYALTY AGREEMENT

This Royalty Agreement (the “Agreement”) is entered into as of this 15th day of March, 2021 (the “Effective Date”) by and between ETruck Transportation, LLC., a Nebraska limited liability company (the “Company”), and Principal Solar, Inc., a Delaware corporation (“PSWW” and together with the Company, the “Parties”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, the Parties hereby agree as follows:

1.Term. This Agreement shall be in effect from the Effective Date through December 31, 2071 (the “Term”).

2. Payment of Royalties. During the Term, the Company shall pay PSWW an amount equal to $500.00 per truck or vehicle sold of any class (the “Royalties”). The obligation to pay the Royalties shall not be contingent on any factor and is irrevocable. Royalties shall be paid on a Bi-Annual Basis. The additional payment ( up to 5% EBITDA) to be paid annually.

The Effect of such additional 5% EBITDA allows Principal Solar to receive a minimum of royalty of $1,000 and a maximum royalty $2,000 for the first 3000 units (engine systems) sold. Thereafter the minimum Royalty to Principal Solar will be $1000 per unit and 5% of EBITDA as calculated by the Annual PCAOB Financial Audit of Etrucks. The minimum Royalty to paid on a Bi-Annual Basis. The additional Royalty (5% EBITDA) to be paid annually.

If Principal Solar Fails to contribute $5 Million to the operating subsidiary during the 8 Month Period from March, ETrucks has the right to pro -rate (adjust) the royalty and annual cash share of profit owed to Principal, or the companies can extend the 8 month period

3.Books and Records. The Company shall maintain full and accurate books and records related to the receipt of truck and vehicle sale revenue and shall offer PSWW bank account “view access” of customer deposits (Conversion System Revenue) in order to ensure that the Company is meeting its obligations to PSWW as provided in Section 2 of this Agreement. If any review of the books and records of the Company indicates that it has failed to properly account to PSWW and the amount due PSWW , the Company shall promptly pay to PSWW the sum due.

4.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual or facsimile signature.

5.Benefit. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors, and assigns.

6.Notices and Addresses. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar receipted next business day delivery, or by email followed by overnight next business day delivery as follows:

PSWW:	Principal Solar, Inc.
	100 Crescent Court, Suite 700
	Dallas, Texas 75201
	Attn: K. Bryce Toussaint, CEO
	Email: ______________________
The Company:	ETruck Transportation, LLC.
	P.O. Box 540698
	Omaha, NE 68154
	Attn: ______________________
	Email: ______________________

or to such other address as any of them, by notice to the other may designate from time to time. Time shall be counted to, or from, as the case may be, the date of delivery.

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7.Attorneys’ Fees. If there is any controversy or claim arising out of or relating to this Agreement, or to the interpretation, breach, or enforcement thereof, and any action or proceeding is commenced to enforce the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs, and expenses (including such fees and costs on appeal).

8.Oral Evidence. This Agreement constitutes the entire Agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof. Neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated orally, except by a statement in writing signed by the party or parties against which enforcement or the change, waiver, discharge, or termination is sought.

9.Additional Documents. The parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the parties hereunder.

10.Governing Law. All claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by the laws of the State of Texas without regard to choose of law considerations.

11.Section or Paragraph Headings. Section headings herein have been inserted for reference only and shall not be deemed to limit or otherwise affect, in any matter, or be deemed to interpret in whole or in part any of the terms or provisions of this Agreement.

(Signature Page Follows)

IN WITNESS WHEREOF the parties hereto have set their hand as of the Effective Date.

ETRUCK TRANSPORTATION, LLC,

A Nebraska Limited Liability Company

By: _____________________________

____________________, Its _________

PRINCIPAL SOLAR, INC.,

A Delaware corporation

By: /s/ K. Bryce Toussaint                         

K. Bryce Toussaint, CEO

EX1A-6 MAT CTRCT

Exhibit 6.989

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) dated as of March 8, 2022, by and between PRINCIPAL SOLAR, INC., a Delaware corporation, with headquarters located at 100 Crescent Court, Suite 700, Dallas, TX 75201 (the “Company”) and GODFREY DAVIS HOLDINGS LLC, a Colorado limited liability company, with its address at 700 Colorado Blvd., #155, Denver, CO 80206 (the “Buyer”).

WHEREAS:

A.The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);

B.Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement a 2% note of the Company, in the form attached hereto as Exhibit A in the aggregate principal amount of $210,000.00 (together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, the “Note”), convertible into shares of common stock, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note. The Note shall contain an original issue discount of $105,000 such that the purchase price of the Note shall be $105,000.00.

C.The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of Note as is set forth immediately below its name on the signature pages hereto; and

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

1. Purchase and Sale of Note.

a.Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto.

b.Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Note to be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note in the principal amount equal to the Purchase Price as is set forth immediately below the Buyer’s name on the signature pages hereto, and (ii) the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer, against delivery of such Purchase Price.

c.Closing Date. The date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on or about March 8, 2022, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

2.Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

a.Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note, such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

b.Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

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c.Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

d.Information. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remain outstanding will continue to be, afforded the opportunity to ask questions of the Company. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a significant degree of risk. The Buyer is not aware of any facts that may constitute a breach of any of the Company's representations and warranties made herein.

e.Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

f.Transfer or Re-sale. The Buyer understands that (i) the sale or re- sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company;

(ii)any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii)neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

g.Legends. The Buyer understands that the Note and, until such time as the Conversion Shares have been registered under the 1933 Act may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Conversion Shares may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

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The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the holder of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144 or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such holder provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144 or Regulation S, within 2 business days, it will be considered an Event of Default under the Note.

h.Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

i.Residency. The Buyer is a resident of the jurisdiction set forth immediately below the Buyer’s name on the signature pages hereto.

3.Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

a.Organization and Qualification. The Company and each of its subsidiaries, if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

b.Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Conversion Shares issuable upon conversion or exercise thereof) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

c.Issuance of Shares. The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

d.Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Conversion Shares upon conversion of the Note. The Company further acknowledges that its obligation to issue Conversion Shares upon conversion of the Note in accordance with this Agreement, the Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

e.No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the OTC Markets Exchange (the “OTC MARKETS”) and does not reasonably anticipate that the Common Stock will be delisted by the OTC MARKETS in the foreseeable future, nor are the Company’s securities “chilled” by FINRA. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

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f.Absence of Litigation. Except as disclosed in the Company’s public filings, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company or any of its subsidiaries, or their officers or directors in their capacity as such, that could have a material adverse effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its subsidiaries, without regard to whether it would have a material adverse effect. The Company and its subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

g.Acknowledgment Regarding Buyer’ Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchasers with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’ purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

h.No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

i.Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(i) or such as would not have a material adverse effect. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a material adverse effect.

j.Bad Actor. No officer or director of the Company would be disqualified under Rule 506(d) of the Securities Act as amended on the basis of being a "bad actor" as that term is established in the September 19, 2013 Small Entity Compliance Guide published by the Securities and Exchange Commission.

k.Breach of Representations and Warranties by the Company. If the Company breaches any of the representations or warranties set forth in this Section 3, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under the Note.

4. COVENANTS.

a.Expenses. At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ and consultants’ fees and expenses, transfer agent fees, fees for stock quotation services, fees relating to any amendments or modifications of the Documents or any consents or waivers of provisions in the Documents, fees for the preparation of opinions of counsel, escrow fees, and costs of restructuring the transactions contemplated by the Documents. When possible, the Company must pay these fees directly, otherwise the Company must make immediate payment for reimbursement to the Buyer for all fees and expenses immediately upon written notice by the Buyer or the submission of an invoice by the Buyer.

b.Listing. The Company shall promptly secure the listing of the Conversion Shares upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed (subject to official notice of issuance) and, so long as the Buyer owns any of the Securities, shall maintain, so long as any other shares of Common Stock shall be so listed, such listing of all Conversion Shares from time to time issuable upon conversion of the Note. The Company will obtain and, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the OTC MARKETS or any equivalent replacement exchange, the Nasdaq National Market (“Nasdaq”), the Nasdaq SmallCap Market (“Nasdaq SmallCap”) or the New York Stock Exchange (“NYSE”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the OTC MARKETS and any other exchanges or quotation systems on which the Common Stock is then listed regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

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c.Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTC MARKETS, Nasdaq, Nasdaq SmallCap or NYSE.

d.No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

e.Filings. The Company shall include the Notes in its next scheduled SEC filing whether that shall be a 10Q or a10K.

f.Breach of Covenants. If the Company breaches any of the covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an event of default under the Note.

5. Governing Law; Miscellaneous.

a.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Colorado or in the federal courts located in the state Colorado and county or city of Denver, Colorado. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

b.Counterparts; Signatures by Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

c.Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

d.Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

e.Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

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f.Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Company, to: PRINCIPAL SOLAR, INC.

100 Crescent Court, Suite 700

Dallas, TX 75201

Attn: K. Bryce Toussaint, CEO

If to the Buyer:

GODFREY DAVIS HOLDINGS LLC

700 Colorado Blvd., #155

Denver, CO 80206

Attn: Godfrey Davis, CEO

Each party shall provide notice to the other party of any change in address.

g.Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

h.Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

i.Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

j.Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

k.No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

l.Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

[signature page to follow]

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IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

PRINCIPAL SOLAR, INC.

By: /s/ K. Bryce Toussaint                   

K. Bryce Toussaint

GODFREY DAVIS HOLDINGS LLC

By: /s/ Godfrey Davis                            

Name: Godfrey Davis

Title: CEO

AGGREGATE SUBSCRIPTION AMOUNT:

Aggregate Principal Amount of the Notes:	$210,000.00
Aggregate Purchase Price:

Note: $210,000.00 less $105,000.00 in original issue discount, less $5,000.00 in legal fees.

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EXHIBIT A

144 NOTE - $210,000

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EX1A-6 MAT CTRCT

Exhibit 6.990

AGREEMENT FOR PURCHASE AND SALE

OF MEMBERSHIP INTERESTS

OF DOUBLE H SERVICES, LLC.

This AGREEMENT FOR PURCHASE AND SALE OF MEMBERSHIP INTERESTS OF DOUBLE H SERVICES, LLC .(this “Agreement”) is made, entered into and executed effective as the 24th day of February, 2021, by and between C&T OIL FIELD SERVICES, LLC., a Texas limited liability company (“Seller”) PRINCIPAL SOLAR, INC., a Delaware corporation (“Purchaser”), DOUBLE H SERVICES, LLC., an Oklahoma limited liability company (the “Limited Liability Company”), and BRIAN S. HOLMAN, an individual and 10% member of Limited Liability Company joining in this Agreement for the sole purpose of consenting to transactions contemplated by the Agreement.

W I T N E S S E T H:

WHEREAS, as of the date hereof, Seller is the owner of Ninety and No/100s percent (90.0%) of the total issued and outstanding Membership Interests in the Limited Liability Company (such interest being hereinafter referred to as the “Membership Interests”); and

WHEREAS, as of the date hereof, the parties desire to provide for the purchase by Purchaser from Seller of the Membership Interests representing Four and No/100s percent (4.0%) of the total issued and outstanding Membership Interests in the Limited Liability Company, pursuant to the terms and conditions herein contained; and

WHEREAS, the Limited Liability Company hereby consents to the transfer of the Membership Interests as a transaction between parties independent of the Limited Liability Company.

NOW, THEREFORE, for and in consideration of the foregoing premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confirmed, the parties hereto covenant and agree as follows:

1. Sale and Purchase of Membership Interests. At the Closing (as hereafter defined) Seller shall bargain, grant, sell and convey the Membership Interests to Purchaser and, in reliance upon the representations, warranties and fulfillment of the obligations and agreements contained herein, Purchaser shall purchase from Seller such Membership Interests. Upon the Closing, Purchaser shall be deemed admitted as a Member of the Limited Liability Company.

2. Purchase Price and Terms. The purchase price for the Membership Interests shall be the amount of TWO HUNDRED SEVENTY-SEVEN THOUSAND FIVE HUNDRED AND NO/100S DOLLARS ($277,500.00) (the “Purchase Price”) and Purchaser shall deliver and pay the Purchase Price to Seller or to such payee as designated by Seller at the Closing in cash, wire transfer, or in good and collected funds.

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3. Closing. The date of closing of the transaction contemplated by this Agreement (the “Closing”) and the event of closing shall take place at the offices of Purchaser no later than 5:00 P.M. Dallas, Texas time July 30, 2021, unless otherwise extended by the mutual agreement of Seller and Purchaser (the “Closing Date”). The Closing shall be deemed and construed to have occurred upon (i) the execution and delivery of all the Closing documents by the respective signatory parties thereto and (ii) the payment to Seller of the Purchase Price. Purchaser shall bear all costs of Closing.

4. Conditions Precedent to Closing. Seller's obligation to close the transactions contemplated by this Agreement are expressly conditioned upon the Purchaser's performance of its obligations hereunder contemporaneously with Closing. Purchaser's obligation to close the transactions contemplated by this Agreement are expressly conditioned upon (i) the Seller's performance of its obligations hereunder and contemporaneously with Closing; (ii) and the Limited Liability Company not incurring any liability or entering into any agreement with a value of more than $5,000.

5. Documents of Sale and Conveyance. At the Closing, Seller shall execute and deliver to Purchaser such documents conveying to Purchaser the Membership Interests, free and clear of any and all liens, equities, claims, conditions, restrictions, options, prior assignments, security interests, charges, assessments, pledges, claims, restrictions or encumbrances whatsoever (collectively the ''Liens"), and shall be effected by delivery by Seller to Purchaser of (i) a duly executed Assignment of Membership Interest in substantially the form of Exhibit “A” attached hereto (the “Assignment”) (ii) any and all evidence of ownership of the Membership Interests to be acquired, if any, duly endorsed in blank for transfer or accompanied by a duly executed stock power or transfer, so as to vest in Purchaser the sole ownership thereof, free and clear of all liens, charges, claims and encumbrances; (iii) such other good and sufficient instruments of conveyance and transfer as shall be necessary to vest in Purchaser good and valid title to the Membership Interests (collectively the "Other Instruments"). At the Closing, Purchaser shall (iv) deliver the Purchase Price to Seller; and (v) execute such other documents reasonably required to consummate the transactions contemplated by this Agreement.

6. Non-dilution of Interest. The Limited Liability Company acknowledges that as of the Closing of this Agreement, Purchaser will own four percent (4.0%) of the total Membership Interests of the Limited Liability Company and that there is no agreement binding on the Limited Liability Company to issue any other Membership Interests to any person.

7. Representations and Warranties of Seller. In order to induce Purchaser to consummate the transaction contemplated by this Agreement, Seller hereby represents and warrants to Purchaser that:

(a) Seller has full, complete, and absolute title to, and the unrestricted right and full power to sell and deliver, the Membership Interests, pursuant to the provisions of this Agreement;

(b) All of such evidence of ownership of the Membership Interests have been duly and validly issued and are free and clear of all liens, encumbrances, claims, equities, and liabilities of every nature, other than those which may be imposed by operation of state or federal laws;

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(c) At the Closing, the Membership Interests will not be the subject of any valid or existing agreement restricting the transferability thereof; and

(d) The Membership Interests constitutes Four and No/100s percent (4.0%) of the total Membership Interests of the Limited Liability Company.

8. Representations and Warranties of Purchaser. In order to induce Seller to consummate the transaction contemplated by this Agreement, Purchaser hereby represents and warrants to Seller that:

(a) The Membership Interests are being acquired by Purchaser pursuant to this Agreement for investment and not with a view towards the distribution thereof, and Purchaser will not make any sale or distribution of all or any portion thereof, except in compliance with all applicable securities laws;

(b) No person, corporation, partnership or association is entitled to any commission or finder's or broker's fees upon consummation of any of the transactions contemplated by this Agreement and Purchaser warrants that it will pay, defend or discharge any claim arising out of any action which it took or communication which it made to any party which results in the assertion of a finder's or broker's fee with respect to this Agreement;

(c) Purchaser has been given an opportunity to examine such instruments, documents and other information relating to the Limited Liability Company as Purchaser has deemed necessary or advisable in order to make an informed decision relating to its purchase of the Membership Interests and its suitability as an investment. Purchaser has been afforded an opportunity to ask all questions and to obtain any additional information necessary in order to verify the accuracy of the information furnished to it and Purchaser has, in fact, asked all such questions and reviewed all such instruments, documents and other information as Purchaser has deemed necessary under the circumstances in connection with its purchase of the Membership Interests; and

(d) Purchaser warrants and represents that it is a corporation duly organized and authorized to enter into this transaction.

9. Restricted Interest. The parties hereto acknowledge that the Membership Interests have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and the transferability of any certificates evidencing the Membership Interests, if any, are restricted under such laws and that such certificates shall contain the appropriate restrictions on transfer and resale.

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10. Default. In the event that Purchaser shall fail to purchase the Membership Interests in accordance with the terms and conditions of this Agreement, or otherwise default in the performance of Purchasers obligations pursuant to this Agreement, for any reason whatsoever other than Sellers default or as otherwise permitted hereunder, Seller may, at Seller's option, seek specific performance of this Agreement or such other remedy at law or in equity to which Seller is entitled.

In the event that Seller shall default in the performance of Sellers obligations hereunder, for any reason whatsoever other than Purchasers default or as otherwise permitted hereunder, Purchaser may, at Purchasers option and as Purchasers sole and exclusive remedy seek specific performance of this Agreement.

11. Further Acts. Each party hereto agrees to perform any and all such further and additional acts and execute and deliver any and all such further and additional instruments and documents as may reasonably be necessary in order to carry out the provisions and effectuate the intent of this Agreement.

12. Benefit. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors, assigns, legal representatives, heirs, and legatees.

13. Modifications. This Agreement may be altered or amended in whole or in part only by written instrument signed by all the parties hereto setting forth such changes.

14. Entire Agreement. The Agreement supersedes all other agreements, either oral or in writing, among the parties hereto with respect to the subject matter hereof and contains the entire agreement among the parties with respect to the subject matter hereof. No waiver of any terms of this Agreement shall be valid unless signed by the party against whom such waiver is asserted.

15. Severability. Should anyone or more of the provisions hereof be determined to be illegal or unenforceable, all the other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

16. Governing Law. The laws of the State of Oklahoma shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

17. Headings. All headings set forth in this Agreement are intended for convenience only and shall not control or effect the meaning, construction, or effect of this Agreement or any of the provisions hereof.

18. Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one agreement, but in making proof hereof, it shall only be necessary to produce one such counterpart.

19. Dates. If any date of significance hereunder falls upon a Saturday, Sunday, or legal holiday such date will be deemed moved forward to the next day which is not a Saturday, Sunday, or legal holiday. The terms "working day" shall mean days elapsed exclusive of Saturday, Sunday, or legal holidays.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement asofthedayand year first above written.

(Signatures of parties on following pages)

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Executed by Seller effective the 24th day of February 2021.

SELLER:

C&T OIL FIELD SERVICES, LLC.,

A Texas limited liability company

By: /s/ Charles Minshew                          

Charles Minshew, III, President

Executed by Purchaser effective the 24th day of February 2021.

PURCHASER:

PRINCIPAL SOLAR, INC.,

A Delaware corporation

By: /s/ K. Bryce Toussaint                        

K. Bryce Toussaint, MBA, CPA

Chief Executive Officer

Executed by Limited Liability Company effective the 24th day of February 2021.

LIMITED LIABILITY COMPANY:

DOUBLE H SERVICES, LLC.,

An Oklahoma limited liability company

By: /s/ Charles Minshew                          

Charles Minshew, III, President

CONSENT AND JOINDER

FOR SOLE PURPOSE OF APPROVING

TRANSACTIONS:

/s/ Brian S. Holman                 

Brian S. Holman, 10% Member of

Double H. Services, LLC.

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EXHIBIT “A”

TO

AGREEMENT FOR PURCHASE AND SALE

OF MEMBERSHIP INTERESTS

OF DOUBLE H SERVICES, LLC.

FORM OF ASSIGNMENT

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ASSIGNMENT OF MEMBERSHIP INTERESTS

STATE OF TEXAS	§
	§	KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF DALLAS	§

That C&T OIL FIELD SERVICES, LLC., a Texas limited liability company ("Seller"), for and in consideration of the sum of TEN and no/100 DOLLARS ($10.00), paid in cash, and other good and valuable consideration paid by PRINCIPAL SOLAR, INC., a Delaware corporation ("Purchaser") to Seller upon execution and delivery of this Assignment of Membership Interests(the "Assignment"), the receipt and sufficiency of which is hereby expressly acknowledged and confessed, has bargained and sold, and by these presents does GRANT, SELL, ASSIGN, TRANSFER and CONVEY unto Purchaser, its successors and assigns, all right, title and interest in and to the following Membership interests (the "Membership Interests");

FOUR AND NO/100s PERCENT (4.0%) of the membership interest units representing a 4.0% membership interest in DOUBLE H SERVICES,LLC.,an Oklahoma limited liability company (the "Limited Liability Company") together with the respective proportionate interest of Seller in and to the capital, assets, profits, and losses of the Limited Liability Company.

I.

For the express purpose and with the intent of inducing Purchaser to purchase the Membership Interests, and knowing that Purchaser is relying upon the same and paying good and valuable consideration therefor, Seller hereby makes the following representations, warranties, covenants and indemnifications to Purchaser, all of which are intended to survive the consummation of this transaction and any examination or inquiry by Purchaser in connection herewith:

A. Seller is a limited liability company.

B. Seller has all requisite powers and authority to enter into this Assignment and to perform its obligations hereunder. The execution, delivery and performance of this Assignment has been duly and validly authorized by all necessary action on the part of Seller. This Assignment constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. The Membership Interests represent 4% of the total Membership Interests Seller owns in Double H Services, LLC.

C. Neither the execution, delivery and performance of this Assignment nor the consummation of the transactions provided for herein will conflict with or result in a breach by Seller of the terms, conditions, or provisions of any agreement or instrument to which Seller is a party or by which it is bound or will result in a violation of any applicable law, ordinance, regulation, permit, authorization or decree or order of any court or other governmental agency.

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D. Neither Seller, nor any of Seller's, employees, agents, or affiliates has employed any broker, agent or finder or incurred any liability for any brokerage fees, agents' commissions, or finders' fees in connection with the transaction contemplated by this Assignment.

E. No consent or approval of, or notice to or other action by, any governmental body or agency or any other person or party is required in order to perfect the sale and assignment of the Membership Interests and to complete this transaction. No governmental franchise, license, consent, approval, authorization, or permit is required for Purchaser to own and utilize the Membership Interests.

F. Seller has good and indefeasible title to the Membership Interests, subject to no existing mortgage, pledge, lien, security interest, conditional sale, option, or other title retention agreement, lease, encumbrance, restriction, due and unpaid taxes, or charge whatsoever. Seller has never previously sold, assigned, Membership, pledged, hypothecated, ·or otherwise disposed of all or any portion of the Membership Interests. Seller warrants and will defend the title to the Membership Interests hereby sold to Purchaser, its successors, and assigns, against the claims, demands and charges of all persons whomsoever, by through and under Seller but not otherwise.

G. Seller agrees to execute and deliver to Purchaser, from time to time, such further and particular assignments, consents, approvals, or other instruments in writing as Purchaser may request as appropriate or desirable to confirm Purchaser's title in and to the Membership Interests.

II.

This Assignment may be executed in any number of identical counterparts, each of which for all purposes is deemed to be an original, but all of which shall constitute collectively one agreement. No party to this Assignment shall be bound hereby until the counterpart of this Assignment has been executed by all parties hereto.

IN WITNESS WHEREOF, Purchaser and Seller have hereunto affixed their hands effective the 24th day of February 2021.

SELLER:

C&T OIL FIELD SERVICES, LLC.

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EX1A-6 MAT CTRCT

Exhibit 6.991

ETRUCK TRANSPORTATION, LLC

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into by and between ETRUCK TRANSPORTATION, LLC, a Nebraska limited liability company (the “Company”), and the undersigned Subscriber in the Company (“Subscriber”) as of this day of March 15, 2021.

WHEREAS, the Company has been formed as a limited liability company under the laws of the State of Nebraska by the filing of its ETRUCK TRANSPORTATION, LLC Certificate in the office of the Secretary of State of the State of NEBRASKA;

WHEREAS, Subscriber wishes to purchase from the Company, and the Company wishes to issue to Subscriber, Membership Interests in the Company;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Agreement, the parties agree as follows:

1. Subscription for Membership Interest.

1.1Initial Agreement to Sell and Purchase. Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to Subscriber the Membership Interest set forth as follows (all subject to the terms and conditions set forth in this Agreement):

· Amount of Interest: One and three-tenths percent (1.3%) of the total aggregate membership interests of the Company, which 1.3% interest is agreed by the Company to be non-dilutable without the written consent of Subscriber.

· 1.3% Membership Interest Price: One Million Three Hundred Thousand Dollars ($1,300,000.00) the receipt of which is hereby acknowledged by the Company.

1.2Follow-On Agreement to Sell and Purchase. Subscriber is hereby granted the right to purchase an additional three and seven-tenths percent (3.7%) of the total aggregate membership interests of the Company, in whole or in part, which 3.7% interest if purchased is agreed by the Company to be non-dilutable without the written consent of Subscriber. The Follow-On Agreement to Sell and Purchase Membership Interest Price shall be Three Million Seven Hundred Thousand Dollars ($3,700,000), in whole or in part.

1.3 Subscriber Election to Treat $1,000,000 of Follow-on Agreement to Sell and

Purchase Membership Interest Price as a Loan. In the sole discretion of Subscriber, Subscriber may elect to fund $1,000,000 of the proposed Follow-On Membership Interest purchase as a loan secured by assets of the Company at an interest rate of 6% per annum. Upon such election, and funding of such loan, Subscriber may purchase the pro-rata corresponding membership interest of one percent (1%) for $1.00.

2. Closing.

2.1Closing Date. The Closing of the Section 1.1 Initial Agreement To Sell and Purchase has occurred. The Closing of Follow-on Agreement To Sell and Purchase Membership Interest shall occur at a time, date, and place designated by the Subscriber and agreed to by the Company.

2.2Subscription Irrevocable. Except as provided under applicable state securities laws, this subscription is and shall be irrevocable on the part of Company and Subscriber.

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3. Representation and Warranties of Subscriber.

Subscriber hereby represents and warrants to the Company as follows:

3.1No Conflicts. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby will not, violate any terms of any material contractual restriction or commitment of any kind or character to which Subscriber is a party or by which Subscriber is bound.

3.2Risk of Loss. Subscriber is able to bear the substantial economic risks of an investment in the Company and to sustain a complete loss of such investment. Subscriber recognizes that the acquisition of the Membership Interest involves a high degree of risk. Subscriber is cognizant of and understands all of the risks related to the purchase of the Membership Interest, including thoseset forth in Section 3.7 (Restrictions on Transfer) of this Agreement pertaining to transferability. Subscriber has adequate net worth and means of providing for her current needs and possible personal contingencies and has no need for liquidity in this investment. Subscriber’s commitment to investments which are not readily marketable is not disproportionate to her net worth and her acquisition of the Membership Interest will not cause her overall commitment to such investmentsto become excessive.

3.3Access. Subscriber acknowledges that all documents, records, and books pertaining to this investment have been made available for inspection by her, her counsel, and her accountants. Counsel and accountants for Subscriber, and Subscriber herself, have had the opportunity to obtain any additional information necessary to verify the accuracy of the contents of the documents presented to them, and to confer with and to ask questions of, and receive answers from, representatives of the Company or persons authorized to act on its behalf concerning the terms and conditions of this investment and any additional information requested by Subscriber or her representatives. In evaluating the suitability of this investment in the Company, Subscriber has not relied upon any representations or other information (whether oral or written) other than as set forth in any documents or answers to questions furnished by the Company. Subscriber is making this investment without being furnished any offering literature other than the documents or answers to questions described above.

3.4Investment Intent. The Membership Interest is being acquired by Subscriber for the account of Subscriber, for investment purposes only, and not with a view to, or in connection with, any resale or distribution thereof. Subscriber has no contract, undertaking, understanding, agreement or arrangement, formal or informal with any person or entity to sell, transfer or pledge to any person or entity all or any part of the Membership Interest, any interest therein or any rights thereto, and Subscriber has no present plans to enter into any such contract, undertaking, agreement or arrangement.

3.5Reliance on Representations. Subscriber understands that no federal or state agency has passed on or made any recommendation or endorsement of the Membership Interest. Subscriber further understands that the Company, in offering the Membership Interest for sale to Subscriber, is relying on the truth and accuracy of the representations, declarations, and warranties made by Subscriber herein.

3.6No Registration. Subscriber acknowledges that, because the Membership Interest have not been registered under the Securities Act of 1933 (the “Securities Act”), and because the Company has no obligation to effect such registration, Subscriber shall continue to bear the economic risk of her investment in the Membership Interest for an indefinite period.

3.7 Restrictions on Transfer. Subscriber agrees that she will not sell or otherwise transfer the Membership Interest other than in accordance with the terms and conditions of the Operating Agreement. It is understood that the Membership Interest cannot be liquidated easily, that no public or other market exists for the Membership Interest, and that no such market is expected to develop. Subscriber is aware that, because the Membership Interest has not been registered under the Securities Act or applicable state securities laws, any resale inconsistent with the Securities Act or applicable state securities laws may create liability on Subscriber’s part or the part of the Company, and agrees not to assign, sell, pledge, transfer or otherwise dispose of the Membership Interest unless they are registered under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Company is given to the Company that such registration is not required. Subscriber is aware that the Company will impress on the back of any certificate representing Membership Interest a legend substantially as follows:

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THIS MEMBERSHIP INTEREST ISSUABLE HEREUNDER HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISPOSITION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS.

3.8 Sophistication. Subscriber possesses a sufficient degree of sophistication, knowledge, and experience in financial and business matters such that it is capable of evaluating the merits and risks of acquiring the Membership Interest.

3.9No Oral Representations. No person representing the Company or purporting to do so has made any oral representation or warranty to Subscriber which is inconsistent with the information provided in writing to her. Subscriber agrees that she has not relied and shall not rely on any such representation or warranty in connection with any decision to acquire the Purchased Membership Interest.

3.10Execution on Behalf of Certain Entities. If this Agreement is executed on behalf of a partnership, trust, corporation or other entity, the undersigned has been duly authorized to execute and deliver this Agreement and all other documents and instruments (if any) executed and delivered on behalf of such entity in connection with this subscription for the Membership Interest.

3.11Brokers. No broker, finder or intermediary has been paid or is entitled to a fee or commission from or by Subscriber in connection with the purchase of the Membership Interest nor is Subscriber entitled to or will accept any such fee or commission.

3.12Indemnification. Subscriber acknowledges that Subscriber understands the meaning and legal consequences of the representations and warranties contained in this Agreement, and hereby agrees to indemnify and hold harmless the Company and any affiliate of the Company, andthe officers, members, managers, associates, agents and employees of the Company and their affiliates, and any professional advisers to any of the above parties, from and against any and all loss, damage or liability (including costs and reasonable attorneys’ fees) due to or arising out of abreach of any representation, warranty or acknowledgement of Subscriber or failure to fulfill anyobligation of Subscriber, whether contained in this Agreement or in any other document completedas part of the sale of the Membership Interest to Subscriber, or arising out of the sale or distributionby Subscriber of any securities in violation of the Securities Act or any applicable state securitieslaws. Notwithstanding any of the representations, warranties, acknowledgements, or agreements made herein by Subscriber, Subscriber does not hereby or in any other manner waive any rights granted to her under federal or state securities laws.

3.13Subject to Operating Agreement. The Membership Interest subscribed for herein shall at all times be subject to the terms of the Operating Agreement.

3.14Confidentiality. Subscriber hereby agrees on behalf of itself and its designated representative, if any, to keep confidential at all times any nonpublic information which such persons may acquire concerning the Company pursuant to this Agreement or otherwise. Nothing in this Section 3.14 (Confidentiality) shall be construed to impose a confidentiality obligation on such persons in connection with (a) any information already possessed by such persons which such persons acquired from sources other than the Company, or (b) any matter which is at the date of this Agreement, or thereafter becomes, public knowledge through no act or failure to act by the undersigned or designated representatives of Subscriber.

3.15 Survival. The foregoing representations and warranties of Subscriber shall survive the Closing. Subscriber represents and warrants that the representations, warranties, and acknowledgements set forth above are true and accurate as of the date hereof and as of the Closing. If in any respect such representations and warranties shall not be true prior to the Closing, the undersigned will give prompt written notice of such fact to the Company.

4. General.

4.1Governing Law. This Agreement will be construed in accordance with and governed by the laws of the State of Nebraska, without giving effect to conflict of law principles.

4.2Successors and Assigns. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the parties to this Agreement. Nothing in this Agreement is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights or obligations under or by reason of this Agreement, except as expressly provided in this Agreement.

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4.3Notices. All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier, fax, or e-mail to:

If to the Company:

ETRUCK TRANSPORTATION, LLC

P. O. Box 540698

Omaha, NE 68154

Phone: 402-680-9547

E-mail: etruckrk@gmail.com

Attention: Russell A. Knudsen

If to the Subscriber:

Name: Principal Solar, Inc.

Address: 100 Crescent Court, Suite 700

Address: Dallas, Texas 75201

Phone:214.577.1107                                   

E-mail: kt@pswwenergy.com                  

Attention: K. Bryce Toussaint, CEO

Each party may furnish an address substituting for the address given above by giving notice to the other parties in the manner prescribed by this Section 4.3. All notices and other communications will be deemed to have been given upon actual receipt by (or tender to and rejection by) the intended recipient or any other person at the specified address of the intended recipient.

4.4Severability. In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue in full force and effect without such provision and will be enforceable in accordance with its terms.

4.5 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole, (b) references to one gender include all genders, (c) “or” has the inclusive meaning frequently identified with the phrase “and/or,” (d) “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation,” and (e) references to “hereunder,” “herein” or “hereof” relate to this Agreement as a whole. Any reference in this Agreement to any statute, rule, regulation, or agreement, including this Agreement, shall be deemed to include such statute, rule, regulation, or agreement as it may be modified, varied, amended or supplemented from time to time.

4.6Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter hereof.

4.7Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiverwill be effective only in the specific instance and for the purpose for which it was given and willnot constitute a continuing waiver.

4.8Counterparts. This Agreement may be in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one instrument.

4.9Amendment to Operating Agreement. Contemporaneously with the transactions consummated under this Agreement, Company and Subscriber will cause the Operating Agreement to be amended in order to recognize such transactions.

4.10Royalty Agreement. As further consideration for Subscriber entering into the terms of this Agreement, Company shall execute the Royalty Agreement dated of even date herewith, the terms of which are incorporated herein by reference.

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IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement as of the date first written above.

COMPANY:

ETRUCK TRANSPORTATION, LLC

Signature: /s/ Russell A. Knudsen

Name: Russell A. Knudsen

Title: President

Dated: ______________________, 2021

SUBSCRIBER:

NAME: PRINCIPAL SOLAR, INC.

Signature: /s/ K. Bryce Toussaint

Name: K. Bryce Toussaint, CEO

Dated:March 15 , 2021

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EX1A-6 MAT CTRCT

Exhibit 6.992

DEVELOPMENT AGREEMENT

This Development Agreement (this “Agreement”) is made as of July 15, 2021 (“Effective Date”), by and between IPLTech Electric Private Limited, a private limited corporation incorporated and existing under the laws of India (“Developer”), and Principal Solar Inc., a Delaware corporation (the “Company”). Developer and Company may be referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, Developer is in the business of designing, developing, manufacturing and selling heavy duty pure electric trucks, and desires to provide certain services to the Company; and

WHEREAS, the Company desires to utilize the development services of Developer and to purchase and acquire certain pure electric trucks produced by Developer for sale in the agricultural sectors of Canada and North America in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged in all respects, the Parties hereto, intending to be legally bound hereby, agree as follows:

I. DEVELOPMENT.

a.Services. Developer shall provide to the Company the services set forth in Schedule 1, to commence as of the Effective Date (the “Services”), in connection with the development of a prototype of one (1) pure electric truck (“Prototype”). Upon completion of the Services, Developer shall, at the sole cost of Company, ship the Prototype to the U.S. and assist Company with obtaining all necessary regulatory approvals. All costs, fees and expenses associated with obtaining any approvals shall be paid by Company.

b.License Agreement. Upon completion of the Demonstration, the Parties shall enter into a license agreement with reasonable commercial terms in a form as mutually agreed upon by the Parties for the provision of manufacturing and selling pure electric trucks in the form of the Prototype (the “License Agreement”). Company agrees to pay Developer a fee for each pure electric truck sale under the terms and conditions of the License Agreement. In connection with the License Agreement, the Convertible Note (as defined in Schedule 2) shall be credited towards the Development Fee and shall be cancelled.

c.Expenses. Except as set forth in Schedule 3, Developer shall furnish, at its own expense, the equipment, supplies, and other materials used to perform the Services.

II.COMPANY’S RESPONSIBILITIES. Company shall provide to Developer, at its own expense, the equipment, supplies, materials and services set forth in Schedule 3.

III.PAYMENT FOR SERVICES. As compensation for the Services, the Company shall pay Developer the fees set forth in Schedule 2.

IV.RELATIONSHIP OF THE PARTIES. Developer is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee, or agency relationship between the Company and any other person, for any purpose. Developer shall have no authority, and shall not hold itself out as having any authority, to bind the Company or to make any agreements or representations on the Company’s behalf without the Company’s prior written consent.

V.INTELLECTUAL PROPERTY RIGHTS. Developer is, and shall be, the sole and exclusive owner of all right, title, and interest throughout the world in, to and under all the results and proceeds of the Services performed under this Agreement, and all work otherwise performed for the Company hereunder (collectively, the “Deliverables”), including all patents, patent applications, copyrights, copyright applications, moral rights, trademarks (whether registered or at common law), trademark applications, trade secrets, know-how, and other intellectual property rights of any kind, whether or not registrable, whether choate or inchoate (collectively, “Intellectual Property Rights”) therein. Developer shall be the sole author and exclusive owner of all copyright Deliverables and all Intellectual Property Rights related thereto.

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VI.CONFIDENTIALITY. The Parties acknowledge that each Party will have access to information that is treated as confidential and proprietary by the other Party including, without limitation, the existence and terms of this Agreement, trade secrets, know-how, technology, designs, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, software, hardware and other information technology systems and ecosystems and operations of the each Party, its affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the “Confidential Information”). Any Confidential Information that each Party develops in connection with the Services, including, but not limited to, any Deliverables, shall be subject to the terms and conditions of this Section VI. The Parties agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the other Party in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. Each Party shall notify the other Party immediately in the event it becomes aware of any loss or disclosure of any Confidential Information.

VII.REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants to Developer that:

a.The Company is duly organized and in good standing and has all requisite power and capacity and full legal right to enter into this Agreement, to grant the rights granted herein and to perform fully all of its obligations in this Agreement, and the other Parties to this Agreement shall be entitled to enforce it against Company in accordance with its terms;

b.The Company’s entry into and performance of its obligations, undertakings and the other transactions contemplated by it has been duly authorized by all applicable authority, and this

Agreement has been duly executed and delivered and is in enforceable in accordance with its terms;

c.The Company’s entry into and performance of its obligations and undertakings, and the other transactions contemplated by this Agreement, do not and will not violate any law, or conflict with or result in any breach or default under any other agreement to which the Company is subject; and

d.Developer will retain good and valid title to all Deliverables, including all Intellectual Property Rights associated therewith, free and clear of all encumbrances and liens of any kind and, and Company has the absolute and unconditional right to assign any right, title and interest to, in and under all Deliverables (including, for the avoidance of doubt, all Intellectual Property Rights associated therewith).

VIII.REPRESENTATIONS AND WARRANTIES OF DEVELOPER. Developer represents and warrants to the Company that:

a.Developer is duly organized and in good standing and has all requisite power and capacity and full legal right to enter into this Agreement, to grant the rights granted herein and to perform fully all of its obligations in this Agreement, and the other Parties to this Agreement shall be entitled to enforce it against Developer in accordance with its terms;

b.Developer’s entry into and performance of its obligations, undertakings and the other transactions contemplated by it has been duly authorized by all applicable authority, and this Agreement has been duly executed and delivered and is in enforceable in accordance with its terms;

c.Developer’s entry into and performance of its obligations and undertakings, and the other transactions contemplated by this Agreement, and its performance of the Services, do not and will not violate any law, or conflict with or result in any breach or default under any other agreement to which Developer is subject; and

d.All Deliverables are Developer’s original work (except for material in the public domain) and do not and will not violate or infringe upon the intellectual property rights or any other right whatsoever of any person, firm, corporation, or other entity.

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IX. PUBLICITY.

a.Upon the Effective Date, a press release shall be issued substantially in the form attached hereto as Exhibit A.

b.Company shall ensure that all pure electric trucks produced pursuant to the terms of this Agreement will have “Powered by IPLTech Electric” prominently displayed on the operating pure electric trucks in addition to the frame logo.

c.Any promotion or publicity by Company shall prominently mention “IPLTech” as the technology provider for the pure electric trucks in each case subject to Developer’s prior written consent.

d.The Parties agree to cooperate in the development of pre-approved marketing and promotional materials as it relates to Developer’s technology throughout North America.

X. CHOICE OF LAW; DISPUTE RESOLUTION.

a.Choice of Law. This Agreement and all related documents including all schedules attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by and construed in accordance with, the substantive laws of the State of New York, U.S.A., without giving effect to the conflict- or choice-of-laws provisions, rules or principles of the State of New York, or of any other jurisdiction anywhere else in the world, to the extent that giving effect to same would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

b.Mandatory Binding Arbitration. All disputes, controversies or claims between the Parties arising out of or in connection with this Agreement (including its existence, validity or termination) which cannot reasonably be earlier amicably settled shall be finally resolved and settled under the Rules of Arbitration of the American Arbitration Association and its affiliate, the International Center for Dispute Resolution, in New York City, New York, U.S.A. The arbitration tribunal shall be composed of one arbitrator and shall be conducted in the English language. The arbitration award shall be final and binding on the Parties.

XI. EXCLUSIVITY.

Until completion of the Services, Developer shall not enter into any similar agreement with any Minority Owned-Business. “Minority Owned-Business” means any business owned at least 51% by minority individuals. Minority group members are United States citizens who are Asian- Indian, Asian-Pacific, Black, Hispanic and Native American.

XII. MISCELLANEOUS.

a.Survival. The terms and conditions of this clause and Sections IV, V, VI, X and XII shall survive the expiration or termination of this Agreement.

b.Export Law Compliance. Developer shall not export, directly or indirectly, any technical data acquired from the Company, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

c.Taxes; Regulatory Fees. In the event taxes or regulatory fees are required to be made under this Agreement or in connection with the Services by any U.S. (state or federal) or foreign government, Company shall pay such taxes to the appropriate authority.

d.Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, internationally recognized overnight courier (with all fees prepaid), email (with confirmation of transmission), or registered air mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only if (a) the receiving Party has received the Notice and (b) the Party giving the Notice has complied with the requirements of this Section.

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e.Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

f.Amendment; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party hereto, and any of the terms thereof may be waived, only by a written document signed by each Party to this Agreement or, in the case of waiver, by the Party or Parties waiving compliance.

g.Interpretation. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction, and this Agreement shall be interpreted in such a fashion as to facilitate the intent of the Parties as expressed in the substance hereof, including for the avoidance of doubt and without limitation, that the Developer shall be the sole and exclusive owner of all Deliverables and associated Intellectual Property Rights, and that nothing in this Agreement shall create any employer-employee relationship, or any association, partnership, joint venture or agency relationship between the Company and any other person.

h.Counterpart Execution. This Agreement may be executed in multiple counterparts and by electronic or facsimile signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Parties hereto have caused this Development Agreement to be duly executed and delivered as of the Effective Date.

Developer: IPLTECH ELECTRIC PRIVATE LIMITED By: /s/ Siddhartha Das                        Name: Siddhartha Das Title:   CoFounder CEO	Address for Notices: IPL Tech Electric Private Limited 388/2, 389 390, Badkhal Pali Rd near PSP dharam kanta, Nawada Bhankri, Faridabad, Haryana 12100 India Email Address for Notices: sid@ipllogisticstechnologies.com
Company: PRINCIPAL SOLAR INC. By: K. Bryce Toussaint                    Name: K.BRYCE TOUSSAINT Title:   CHAIRMAN AND CEO	Address for Notices: Principal Solar Inc. 100 CRESCENT COURT SUITE 700 DALLAS, TX 75201 Email Address for Notices: kt@pswwenergy.com

[Signature Page to Development Agreement]

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SCHEDULE 1

SERVICES

Description of Services:

In accordance with and subject to the terms of this Agreement, the fee paid by Company to the Developer (“Development Fee”) shall cover the provision of the following Services:

· Within six (6) months of receipt of the Frame, Developer shall design and develop the Prototype.

· Developer shall demonstrate that the Prototype has a carrying load over a distance in fair to rough terrain as evidenced by video tapes (the “Demonstration”).

· Development of drive train and allied technology for the specified use case

· Cost of ONE (1) set of aggregates for fitment in the Prototype

· All travel expenditures of Developer to produce the Prototype

· Designing the power train for the performance parameters agreed

· Designing including Hardware and Software design for all allied equipment such as VCU, MCU and TCU

· Designing the battery capacity and configuration

· Designing Hardware and Software for all allied systems with battery pack such as BMS and BMU

· Designing the power distribution system

· Designing the Steering and Braking additional Electric Motors to couple with the existing Steering and Braking system

· Designing the Wire Harnesses both HV and LV

· Designing the Metering system

· Designing the DCDC system as required

· Vendor development of ALL equipment as required

· Alignment of Power train to existing Propeller and Axles in Frame provided by Company

· Redesign of Cabin as required for new Metering

· Payment and Procurement for ALL Aggregates above for the Prototype

· Testing the Prototype to conform to parameters signed off

· Assistance to Company for any regulatory approvals and ensuring technical parameters conform to regulatory requirements

· Designing the Charger system and ensuring handshaking with the Prototype

· A Cloud based software for monitoring the performance of the Prototype; Company shall have user access to the Cloud based software.

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SCHEDULE 2

PAYMENT

Payment:

Company shall pay to Developer, subject to the terms of this Agreement, Five Million U.S. Dollars ($5,000,000) (the “Development Fee”) for the Services set forth below, in accordance with the completion of the following milestones:

I. Company shall credit Two Million Five Hundred Thousand U.S. Dollars ($2,500,000) to Developer as consideration for a Convertible Note to be entered into by the Parties on or before August 15, 2021. “Convertible Note” shall mean a promissory note that may be paid at the option of the obligor by set-off against the Development Fee due from the Company. Upon the execution of the License Agreement, the principal amount of the Convertible Note ($2,500,000) shall be credited towards the Development Fee and the Convertible Note shall be marked “Paid in full and cancelled.” The Convertible Note shall have a monthly coupon of 0.4% and a term of 3 years.

In addition to the Convertible Note, Company shall have the option to purchase equity in Developer in an amount of $1 million at a pre-money valuation of

$125 million on or before September, 30 2021 or in connection with a qualified fund investment of a minimum of $25 million (“QFI”), whichever is later. If Developer has not raised at least $25 million from a QFI by December 31, 2021, the equity valuation for the $1 million shall be $100 million instead of $125 million.

II. Upon the Demonstration, Company shall pay to Developer One Million Five Hundred Thousand U.S. Dollars ($1,500,000).

III. Upon receipt by Company of the first customer deposit, Company shall pay to Developer One Million U.S. Dollars ($1,000,000) as the full and final installment payment of the Development Fee.

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SCHEDULE 3

COMPANY’S RESPONSIBILITIES

Company, at its sole cost, shall provide the frame of the pure electric truck for the Prototype, including the chassis, suspension, axles, cabin, braking and steering system assembled (the “Frame”). The Frame shall be delivered to Developer in India at Company’s sole expense.

In addition, the following shall be the responsibility of the Company:

· Identifying the specific use case in agriculture in a specific geography

· Identifying the size of the Prototype and its configuration

· Setting and signing off the performance parameters with Developer post fitment of electric drive train

· Arranging a basic workshop for the fitments close to the use case

· Providing 3 D CAD diagrams of the Frame in Solidworks

· Providing circuit diagrams for the braking system and steering system and the electrical system

· Jointly testing the Prototype with Developer

· Obtaining and paying for any regulatory requirements as required

· Sharing with Developer the 3D CAD design of the Frame to enable Developer to integrate the various planned technologies

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EX1A-6 MAT CTRCT

Exhibit 6.993

Amendment to Development Agreement

As of December 8, 2021, the contract entitled Development Agreement between the following parties:

Principal Solar Inc.

IPLTech Electric Private Limited

"Moratorium of Payments" will be added to the original contract, and will read as follows:

Effective upon the signing of this amendment, Principal Solar will be granted a 4 month moratorium on payments to IPLTech, while Principal Solar is in the process of filing a new registration statement (S-1 or New Regulation A Plus) and uplisting to either the Nasdaq or the NYSE from the OTC Pink Sheets. Uplisting will ensure a more secure source of funding in the event IPLTech allows Principal Solar to purchase equity in IPLTech. Uplisting will also secure the funds to complete the development deal between the two parties. The moratorium on payments will begin effective immediately upon signing this amendment, and end on April 1, 2022.

In addition, Principal Solar will pay IPLTech $80,000 in 2 installment payments. The first installment payment of $50,000 will be paid immediately upon the signing of this agreement. The second installment payment of $30,000 will be paid on or before January 15, 2022.

These changes are the only changes to the original contract. The entire remainder of the original contract remains in full force. This Amendment shall be effective once signed by both parties.

This Amendment shall be signed by the following:

Principal Solar Inc.

By: /s/ K. Bryce Toussaint	Date:            12-9-2021
K. Bryce Toussaint
CEO
IPLTech Electric Private Limited
By: /s/ Siddhartha Das	Date:   9th December 2021
Siddhartha Das
CEO

EX1A-12 OPN CNSL

Exhibit 12.1

NEWLAN LAW FIRM, PLLC

2201 Long Prairie Road – Suite 107-762

Flower Mound, Texas 75022

940-367-6154

May 2, 2022

Principal Solar, Inc.

100 Crescent Court, Suite 700

Dallas, Texas 75201

Re:       Offering Statement on Form 1-A

Gentlemen:

We have been requested by Principal Solar, Inc. a Delaware corporation (the “Company”), to furnish you with our opinion as to the matters hereinafter set forth in connection with its offering statement on Form 1-A (the “Offering Statement”), relating to the qualification of shares of the Company’s common stock (the “Common Stock”) under Regulation A promulgated under the Securities Act of 1933, as amended. Specifically, this opinion relates to (a) 250,000,000 shares of the Company’s Common Stock (the “Company Shares”) to be offered by the Company and (b) 21,591,050 shares of the Company’s Common Stock (the “Selling Shareholder Shares”) to be offered by Granite Global Value Investments Ltd. as a selling shareholder.

In connection with this opinion, we have examined the Offering Statement, the Company’s Articles of Incorporation and Bylaws (each as amended to date), copies of the records of corporate proceedings of the Company and such other documents as we have deemed necessary to enable us to render the opinion hereinafter expressed.

For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others.

Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the 250,000,000 Company Shares being offered by the Company will, when issued in accordance with the terms set forth in the Offering Statement, be legally issued, fully paid and non-assessable shares of Common Stock of the Company. We are of the further opinion that the 21,591,050 Selling Shareholder Shares have been duly authorized and are validly issued, fully paid and non-assessable shares of Common Stock of the Company.

Our opinion expressed above is subject to the qualification that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Delaware General Corporation Law (including the statutory provisions and reported judicial decisions interpreting the foregoing).

We hereby consent to the use of this opinion as an exhibit to the Offering Statement and to the reference to our name under the caption “Legal Matters” in the Offering Statement and in the offering circular included in the Offering Statement. We confirm that, as of the date hereof, we own no shares of the Company’s common stock, nor any other securities of the Company.

Sincerely,

/s/ Newlan Law Firm, PLLC

NEWLAN LAW FIRM, PLLC