PSWW Principal Solar Inc (PK)

 SEC File Number 333-193058

 CUSIP Number 74255T

(Check one): 

☐  Form 10-K   

☐   Form 20-F 

☒  Form 10-Q 

☐  Form 10-D 

☐  Form N-SAR 

For Period Ended:       June 30, 2015                                    

☐   Transition Report on Form 10-K

☐   Transition Report on Form 20-F

☐   Transition Report on Form 11-K

☐   Transition Report on Form 10-Q

☐   Transition Report on Form N-SAR

For the Transition Period Ended:                                                                           

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Principal Solar, Inc.

Full Name of Registrant

Former Name if Applicable

211 N. Ervay, Suite 300

Address of Principal Executive Office (Street and Number)

Dallas, TX 75201    

City, State and Zip Code

(a)     The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;  

☒

(b)     The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and  

(c)     The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.  

(1)

Name and telephone number of person to contact in regard to this notification

David N. Pilotte

214

681-0828

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

☒   Yes    ☐   No          

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒   Yes    ☐   No          

Three Months Ended

(Unaudited and Preliminary)

June 30,

2015

2014

Revenues

Power generation

Total cost of revenues

Gross profit

General and administrative expenses

Operating loss

Other expense

Interest expense

Gain on derivative liability warrants

Total other expense

Loss before provision for income taxes

Provision for state income taxes

Net loss

Income attributable to noncontrolling interest in subsidiary

Net loss before preferred stock accretion and dividends

Redeemable Series A preferred stock accretion and dividends

Net loss attributable to common stockholders

Net loss per share - basic and diluted

Weighted average shares outstanding - basic and diluted

●

an increase in equity compensation (non-cash) expense of $154 thousand resulting from option grants to members of the Board of Directors, and $21 thousand resulting from options granted to executives and Board members in the intervening periods

●

an increase in consulting costs of $99 thousand resulting from two additional individuals supporting our fundraising efforts

●

an increase of $46 thousand stemming from the engagement of an investor relations firm in connection with a public offering

●

an increase of $700 thousand for accounting, legal, offering expenses and filing fees resulting from a public offering that was ultimately withdrawn

●

a decrease of $29 thousand in public relations expenses as we renegotiated the contract to better reflect our level of activity and a shift to investor relations

●

a decrease of $21 thousand in the Delaware franchise tax as 2014 included a cumulative full year adjustment for 2013 whereas the expense is now recorded and paid quarterly

●

a reclassification of $100 thousand in advisory and engineering expenses to construction in progress.

●

other changes netting to a decrease of $20 thousand

●

an increase in equity compensation (non-cash) expense of $535 thousand including $341 thousand resulting from option grants to members of the Board of Directors, $110 thousand resulting from option grants to advisors, $37 thousand resulting from options granted to a business partner; and $47 thousand resulting from option granted in prior periods

●

an increase in consulting costs of $128 thousand resulting from two additional individuals supporting our fundraising efforts

●

an increase of $32 thousand in legal fees stemming from financings including the March 2, 2015, including $30 thousand stemming from the issuance of debentures with Alpha Capital Anstalt, $10 thousand stemming from the May 6, 2015, issuance of Series A Preferred stock, offset by decreases in other legal fees

●

an increase of $93 thousand stemming from the engagement of an investor relations firm in connection with a public offering

●

an increase of $741 thousand for accounting, legal, offering expenses and filing fees resulting from a public offering that was ultimately withdrawn

●

a decrease of $67 thousand in public relations expenses as we renegotiated the contract to better reflect our level of activity and a shift to investor relations

●

a decrease of $25 thousand in the Delaware franchise tax as 2014 included a cumulative full year adjustment for 2013 whereas the expense is now recorded and paid quarterly

●

a reclassification $100 thousand of advisory and engineering expenses to construction in progress.

●

other changes netting to a decrease of $20 thousand

Principal Solar, Inc.

(Name of Registrant as Specified in Charter)

  August 14, 2015

By:

/s/ David N. Pilotte, Chief Financial Officer