UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: April 820, 2016

Date of Earliest Event Reported: April 114, 2016

Principal Solar, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

333-196058

(Commission

File Number)

2560 King Arthur Blvd Suite 124 PMB 65

Lewisville, TX 75056

(855) 774-7799

(Address and Telephone Number of Registrant's Principal

Executive Offices and Principal Place of Business)

211 N. Ervay, Street, Suite 300

Dallas, TX 75201

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.~~03 Amendments~~02 toDeparture ~~Articles~~ of ~~Incorporation~~Directors or ~~Bylaws~~Certain Officers: Election of Directors; ~~Change~~Appointment inof ~~Fiscal~~Certain ~~Year.~~Officers; Compensatory Arrangements of Certain Officers

On April 114, 2016, ~~Principal Solar, Inc. (~~the “Company”) ~~filed~~received ~~with~~written ~~the~~notice ~~State~~from ofMs. ~~Delaware~~Margaret Keliher, a ~~Certificate~~director of ~~Amendment~~Principal toSolar, Inc. (the “Company’s”) ~~Certificate~~and ofa ~~Incorporation~~member ~~effecting the reduction in the total number~~ of ~~shares of $.01 par value authorized common stock of~~ the Company’s toaudit ~~Fifteen Million (15~~committee,~~000,000)~~ ~~from~~that ~~the~~she ~~current~~was ~~Three-Hundred~~tendering ~~Million~~her ~~(300,000,000)~~resignation. ~~and the total number of shares of $~~Ms.01 ~~par~~Keliher’s ~~value~~resignation ~~authorized~~was ~~preferred~~effective ~~stock~~as of ~~the~~April ~~Company to Two Million (2~~14,~~000,000)~~ ~~from the current One-Hundred Million (100,000,000)~~2016.

Ms. Keliher tendered her resignation verbally during an April 14^th, 2016 meeting of the board of directors over a disagreement with management over the Company’s proposed disclosure in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which report was filed later that same day. The disagreement was related to the language included in that report regarding the departure of the Company’s Chief Financial Officer, and is more specifically detailed in Ms. Keliher’s letter of resignation, which was delivered to the Company later that same day and is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description

499.1 ~~Certificate~~ Letter Ofof ~~Amendment~~Resignation Toof ~~Certificate~~Margaret OfKeliher ~~Incorporation~~as (a Director and Audit Committee Member of Principal Solar, Inc. dated April 114, 2016).

SIGNATURES

Pursuant to the requirements of the ~~Securities~~Security Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

	PRINCIPAL SOLAR, INC.	~~PRINCIPAL SOLAR, INC.~~
Date: April 8, 2016			By:	/s/ David N. Pilotte
Date: April 20, 2016	By:	/s/ Michael Gorton
				Chief Financial Officer
		Michael Gorton,
		Chief Executive Officer

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