United States securities and exchange commission logo





                            October 7, 2022

       David Massey
       Chief Executive Officer
       Solar Integrated Roofing Corp.
       2831 St. Rose Pkwy #200
       Henderson, NV 89052

                                                        Re: Solar Integrated
Roofing Corp.
                                                            Registration
Statement on Form 10-12G
                                                            Filed September 9,
2022
                                                            File No. 000-56256

       Dear David Massey:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

            After reviewing your response and any amendment you may file in
response to these
       comments, we may have additional comments.

       Registration Statement on Form 10-12G filed September 9, 2022

       Item 1. Business, page 2

   1.                                                   Given the number of
wholly-owned subsidiaries involved in your business, please provide
                                                        an organizational chart
depicting your corporate structure.
   2.                                                   We note industry jargon
and confusing terms in this section. Please revise to explain the
                                                        terms. For example,
clarify what it means for the construction management scope of your
                                                        work to be "fully
bankable," as stated on page 4. Similarly, you refer to "revenue
                                                        producing divisions,"
"revenue centers," "Divisions," and "product lines" seemingly
                                                        interchangeably. Please
revise your disclosure to clearly define each of these or use a
                                                        consistent, single term
if they are the same.
 David Massey
FirstName   LastNameDavid  Massey
Solar Integrated Roofing Corp.
Comapany
October     NameSolar Integrated Roofing Corp.
         7, 2022
October
Page 2 7, 2022 Page 2
FirstName LastName
3.       We note your disclosure on page 4 that you maintain certain licenses
in connection with
         your business operations. Please provide information regarding the
duration and effect of
         these licenses. For guidance, refer to Item 101(h)(4) of Regulation
S-K.
4.       We note your disclosure regarding the North America roofing market
size, projected
         growth, and compound annual growth rate. Please provide your basis of
support for these
         statements and, if possible, consider updating the 2017 figure to a
more recent date. In
         addition, please indicate the company's competitive position within
this particular market,
         in light of your disclosure earlier on that page that your "industry
is still in its very
         juvenile stages."
Item 1A. Risk Factors, page 6

5.       We note the only sentence under the related person risk factor on page
7 refers the reader
         to a different section. To the extent material, please revise here to
address the risks to
         investors associated with your having engaged in transactions with
related persons.
Item 2. Financial Information
Management's Discussion and Analysis of Financial Condition and Results of
Operation, page
16

6.       Please revise to provide a detailed analysis of the components of the
statements of cash
         flows (i.e., operating, investing, and financing activities) that
explains the significant year-
         to-year variations in each line item for each period presented. In
doing so, please describe
         and quantify the effect of the significant drivers that contributed to
the material changes in
         your operating, investing and financing cash flows. Refer to Item 303
of Regulation S-
         K and SEC Release No. 33-8350.
7.       Please reconcile your disclosure on page 17 about your plans to expand
your installation
         business to other states outside of California with your disclosure on
page 4 that "in 2021
         SIRC did business in 34 states."
Item 2. Financial Information
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 18

8.       We note the significant increases in the amounts and percentages of
gross profits in 2022
         and 2021 as compared to the prior periods. Please enhance your
disclosures in
         quantitative and qualitative terms to explain the reasons for these
increases. Also, provide
         a more detailed discussion of operating results by reportable
segments; refer to Item
         303(b) of Regulation S-K.
9.       We note your risk factor that you have been adversely impacted by
supply chain issues
         resulting from the global COVID-19 pandemic, and that you may incur
expenses or delays
         relating to such events outside of your control. Please specify the
impact of these
         challenges to your results of operations or capital resources and
quantify, to the extent
 David Massey
Solar Integrated Roofing Corp.
October 7, 2022
Page 3
         possible, how your revenue, gross profit, and/or liquidity have been
impacted.
         Additionally, revise to discuss known trends or uncertainties
resulting from mitigation
         efforts undertaken, if any, and explain whether such efforts introduce
new material risks,
         including those related to product quality or reliability.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 22

10.      Please revise your beneficial ownership table to disclose all natural
persons who have or
         share voting power over the shares held by T3 Investing LLC and the
entity's address.
         Refer to Item 403 of Regulation S-K and Exchange Act Rule 13d-3.
11.      We note that one share of the Series A Preferred Stock has voting
rights equal to 10,000
         shares of Common Stock. Please revise the beneficial ownership table
to clearly reflect
         the voting control of holders of Series A Preferred Stock and add
appropriate risk factor
         disclosure.
Item 5. Directors and Executive Officers, page 23

12.      Please expand upon the business experience during each of the past
five years of your
         directors and executive officers, including their specific positions,
the name and principal
         business of any place of employment during that time. In addition,
please discuss the
         specific experience, qualifications, attributes, or skills that led to
the conclusion that
         Messrs. Massey and Widdes should serve as directors. Refer to Item
401(e) of Regulation
         S-K.
Item 6. Executive Compensation, page 25

13.      We note your disclosure that you "are not obligated to pay severance
or other enhanced
         benefits to our executive officer upon termination of his employment."
Please reconcile
         this disclosure with Sections 4(D), 4(D), and 5(D) of the employment
agreements filed for
         David Massey (Exhibit 10.14), Troy Clymer (Exhibit 10.15), and Wanda
Witoslawski
         (Exhibit 10.16), respectively.
14.      Pursuant to the employment agreement filed as Exhibit 10.14, we note
that Mr. Massey's
         compensation includes additional benefits outlined in Section 3(D) of
the agreement,
         including, for example, membership dues estimated at $13,000 per year
and a personal
         assistant. Please include these as part of the narrative disclosure in
footnote 4 or advise.
15.    Please reconcile your disclosure on page 26 that you do not "currently
have any
FirstName LastNameDavid Massey
       agreements nor compensation with members of the board of directors" with
the disclosure
Comapany   NameSolar
       under           Integrated
             Item 7 regarding     Roofing
                               payments  ofCorp.
                                            common stock made "to directors and
officers for
Octobercompensation"
        7, 2022 Page 3during the six months ended June 30, 2022 and 2021.
FirstName LastName
 David Massey
FirstName   LastNameDavid  Massey
Solar Integrated Roofing Corp.
Comapany
October     NameSolar Integrated Roofing Corp.
         7, 2022
October
Page 4 7, 2022 Page 4
FirstName LastName
Item 7. Certain Relationships and Related Transactions, and Director
Independence, page 26

16.      Please revise your disclosure in this section to name each related
party and to clearly
         identify the basis on which the named person is a related party. Refer
to Item 404(a)(1) of
         Regulation S-K.
Item 8. Legal Proceedings, page 26

17.      Please reconcile your disclosure in this section that there are
currently no proceedings "in
         which an adverse decision could have a material adverse effect" with
your statement on
         page 22 that you "are presently a party to legal proceedings that, in
the opinion of our
         management, are likely to have a material adverse effect on our
business."
18.      In your summary of current legal proceedings on page 27, please revise
to ensure that
         each proceeding contains a description of the factual basis alleged to
underlie the
         proceedings and the relief sought. Refer to Item 103(a) of Regulation
S-K.
Item 10. Recent Sales of Unregistered Securities, page 29

19.      Please provide all required disclosures in this section pursuant to
Item 701 of Regulation
         S-K. For example, please name the persons or identify the class of
persons to whom the
         securities were sold that were not publicly offered.
Item 11. Description of Registrant's Securities to be Registered, page 32

20.      Please revise this section to identify all series of preferred stock
and describe their terms
         and the rights of respective shareholders. For example, we note that
one share of Series A
         Preferred Stock has voting rights equal to 10,000 shares of common
stock and shares of
         Series B Preferred, Series C Preferred, and Series D Preferred have no
voting rights. In
         addition, we note that Series B Preferred Stock have conversion rights
that could have a
         dilutive effect to your common shareholders.
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial
Disclosure, page 89

21.      Please update your disclosure to discuss whether your formerly engaged
independent
         accountant resigned (or indicated it has declined to stand for
re-election after the
         completion of the current audit) or was dismissed, and provide the
supporting disclosure
         therein in accordance with Item 304(a)(1) of Regulation S-K; we note
you provided such
         disclosure pertaining to your current independent accountant.
Additionally, update your
         disclosure in accordance with Item 304(a)(2) regarding any
consultations you had prior to
         the engagement of your current independent accountant as prescribed
therein.
 David Massey
FirstName   LastNameDavid  Massey
Solar Integrated Roofing Corp.
Comapany
October     NameSolar Integrated Roofing Corp.
         7, 2022
October
Page 5 7, 2022 Page 5
FirstName LastName
Item 13. Financial Statements and Supplementary Data
Unaudited Consolidated Financial Statements
Notes to Unaudited Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Basis of Consolidation, page F-5

22.      We note that as of May 31, 2022 you eliminated and rescinded the
agreement for the
         acquisition of Cornerstone Construction Team, LLC. Please address the
following, and
         cite the accounting literature relied upon:
             Tell us how you have reflected the rescission agreement with
respect to assets
              held and liabilities outstanding within the prior period
financial statements;
             Tell us why you believe the presentation of Stock receivable from
acquisition
              rescission is appropriate as of December 31, 2021 and June 30,
2022. Additionally,
              address how you have presented the liability to issue shares of
common stock in
              settlement of the proceedings, the basis for your presentation,
and how the fair value
              of such shares to be issued was calculated; and
             Address whether you continue to reflect the consolidated
operations of Cornerstone
              Construction during the period from acquisition in March 2021
through the rescission
              date as a component of continuing operations or in some other
manner.
Note 7 - Related Party Transactions, page F-11

23.      As you disclose that the Stock payable relates to acquisitions that
occurred throughout the
         fiscal year ended December 31, 2021, please tell us your basis for
presenting such amount
         as a component of equity at June 30, 2022 and December 31, 2021.
Within your response,
         cite the accounting literature relied upon and tell us why you believe
this payable would
         not be considered a liability, specifically addressing the
characteristics of a liability as
         defined in paragraph E38 of FASB Statement of Financial Accounting
Concepts No. 8.
Note 15 - Acquisitions, page F-16

24.      We note your disclosures regarding acquisitions both for the interim
period ended June
         30, 2022 and the fiscal year ended December 31, 2021. Please address
the following:
             You disclose that you did not acquire any companies during the six
months ended
              June 30, 2022, yet depict the issuance of common stock for
acquisitions for the three
              months ended June 30, 2022 within your Consolidated Statement of
              Stockholders' Equity (Deficit). Advise or revise as appropriate.
             Provide to us a comprehensive list of common shares issued in
conjunction with
              acquisitions that have occurred for both for the interim period
ended June 30, 2022 as
              well as for the fiscal year ended December 31, 2021.
 David Massey
FirstName   LastNameDavid  Massey
Solar Integrated Roofing Corp.
Comapany
October     NameSolar Integrated Roofing Corp.
         7, 2022
October
Page 6 7, 2022 Page 6
FirstName LastName
                Reconcile the listing of common share issuances for
acquisitions requested above
              with the share issuances disclosed in Item 10, Recent Sales of
Unregistered Securities
              found elsewhere in your filing. By way of example, it is unclear
to what
              acquisition transaction(s) the issuance of 12.7 million shares
dated November 5, 2021
              disclosed in Item 10 relate.
Notes to Audited Consolidated Financial Statements
Note 2 - Summary of Significant Accounting Policies
Revenue, page F-32

25.      Regarding your accrual of related construction and installation costs,
please tell us how
         your recognition of Work in progress receivable and Work in progress
payable is
         consistent with your accounting for revenue over time using the output
method. In your
         response, tell us how you considered ASC 606-10-25-27, and address
whether you
         have an enforceable right to payment for performance completed to date
pursuant to ASC
         606-10-55-11, as it appears you have recorded cost of revenue for the
period inclusive of
         work in progress payable. In addition, also address your basis for
presenting Work in
         progress receivable, net on your balance sheets.
Segments and Disaggregated Revenue, page F-34

26.      Please disclose a measure of total assets for each reportable segment
or state the reason for
         not disclosing this information. Reference is made to ASC 280-10-50-22
and 26.
Note 15 - Acquisitions, page F-43

27.      We note that you have completed a number of acquisitions during fiscal
year 2021.
         Please provide us with the results of the three tests to measure the
significance of the
         acquired businesses under Rule 3-05 of Regulation S-X. To the extent
that any of the
         resulting calculations exceeded the thresholds outlined in Rule
3-05(b)(2), tell us how you
         considered the financial statement requirements outlined therein for
each
         completed acquisition, including your assessment of Rule
3-05(b)(4)(iii) for your
         significant acquisitions whose conditions exceed 40 percent.
28.      Regarding your acquisition of Kinetic Investments, Inc., you indicate
in addition to the
         shares issued and to be issued, you have outstanding performance
payments based on
         solar contract amounts as 1 share of common stock per $1 of generated
contracts volume.
         Please provide additional information regarding this agreement,
including whether it was
         contemplated in connection with the acquisition. In addition, address
whether
         the performance payments, which appear to be contingent upon a
performance condition,
         are considered part of the consideration transferred in exchange for
the
         acquiree, transactions separate from the business combination, or as
stock-based
         compensation. Provide the basis for your determination, and cite the
accounting literature
         relied upon.
 David Massey
FirstName   LastNameDavid  Massey
Solar Integrated Roofing Corp.
Comapany
October     NameSolar Integrated Roofing Corp.
         7, 2022
October
Page 7 7, 2022 Page 7
FirstName LastName
Note 17 - Legal Matters, page F-50

29.      We note your legal settlement with Milholland Family Trust LP in
September 2022.
         Please expand your disclosure to explain the nature of this legal
matter and where the
         settlement payment is reported in the consolidated statement of
operations. Additionally,
         provide disclosure regarding the legal settlement with the previous
owners of Cornerstone
         Construction Team, LLC, including the milestones of such settlement
that caused the
         agreement to be rescinded as of May 31, 2022.
Note 18 - Subsequent Events, page F-51

30.      We note that you have evaluated subsequent events through the date
that the financial
         statements were available to be issued. As an SEC filer, you are
required to evaluate
         subsequent events through the date the financial statements are
issued. Refer to ASC 855-
         10-25-1A. Please revise your evaluation and disclosure accordingly.
Exhibits

31.      We note that you have filed a Confidential Settlement Agreement and
Mutual Release
         between the company, Cornerstone Construction Team, LLC and Hunter
Ballew, Upward
         Holdings Group, LLC, and Roofcon, LLC as Exhibit 10.34. To the extent
material, please
         include a description in your registration statement of its material
terms.
General

32.      Please reconcile or advise regarding the following statements form the
September 2022
         investor presentation available on your website, which appear to
differ from the
         information in your registration statement:
             "SIRC is one of the fastest growing companies in the industry."
             "We can build AND finance projects that few other companies can."
             Expected 2022 revenue of $225.0 million
             Market figures provided for each of the Commercial Solar, Roofing,
EV Charging,
             and Residential Solar from 2021 through 2023
33.      We note a statement attributed to Solar Integrated Roofing Corp,
(@SIRCStock), dated
         September 9, 2022 that "[t]he filing of the Form 10 makes us a fully
SEC reporting
         company . . . " Please be advised that your registration statement
will automatically
         become effective 60 calendar days after filing. Only upon
effectiveness at that time will
         you become subject to the reporting requirements of the Securities
Exchange Act of 1934.
         Additionally, to the extent comments are not cleared, consider
requesting for withdrawal
         of the registration statement before it becomes effective.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 David Massey
Solar Integrated Roofing Corp.
October 7, 2022
Page 8

       You may contact Peter McPhun at 202-551-3581 or Mark Rakip at
202-551-3573 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Isabel Rivera at 202-551-3518 or James Lopez at 202-551-3536 with any
other
questions.



                                                        Sincerely,
FirstName LastNameDavid Massey
                                                        Division of Corporation
Finance
Comapany NameSolar Integrated Roofing Corp.
                                                        Office of Real Estate &
Construction
October 7, 2022 Page 8
cc:       Lance Brunson
FirstName LastName