**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      quarterly period ended March 31, 2008





oTRANSITION
      REPORT
      PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the
      transition period from ____________ to ____________





Commission
      File Number:  **333-103647**








**Prime
      Sun Power Inc.**


(Exact
      Name of Registrant as Specified in its Charter)





**Nevada******
            **98-0393197**(State
                or other jurisdiction of
            (IRS
                Employerincorporation
                or organization)
            Identification
                No.)





**14
      Wall Street, 20** **th** **Floor**


**New
      York, NY 10005**


(Address
      of principal executive offices)





**(212)
      618-1306**


(Registrant’s
      Telephone Number, Including Area Code)





**N/A**


(Former
      Name, Former Address and Former Fiscal Year,


if
      Changed Since Last Report)








Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.


Yes xNo
o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large Accelerated Filer
              o
              
              Accelerated Filer
              oNon-Accelerated Filer
              o
              
              Smaller reporting company
              x




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes
xNo
o





As
      of May
      12, 2008, the Issuer had 40,114,900 shares of its Common Stock outstanding.









**TABLE
      OF CONTENTS**




**PART
              I: FINANCIAL
              INFORMATION**Item
              1: Financial Statements
            
            
            4Item
              2: Management’s Discussion and Analysis or
              Plan of Operation
            
            
            9Item
              3: Quantitative and Qualitative Disclosures
              about Market Risk
            
            
            11Item
              4T: Controls and Procedures
            
            
            11**PART
              II: OTHER
              INFORMATION**Item
              1: Legal Proceedings
            
            
            12Item
              2: Unregistered Sales of Equity Securities
              and Use of Proceeds
            
            
            12Item
              3: Defaults Upon Senior Securities
            
            
            12Item
              4: Submission of Matters to a Vote of
              Security Holders
            
            
            12Item
              5: Other Information
            
            
            12Item
              6: Exhibits
            
            
            13**SIGNATURES**
            
            
            14




2




**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**




This
      Report on Form 10-Q (this “Report”) includes forward-looking statements within
      the meaning of the Private Securities Litigation Reform Act of 1995, Section
      27A
      of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
      of
      1934. Forward-looking statements include statements concerning our plans,
      objectives, goals, strategies, future events, future revenues or performance,
      capital expenditures, financing needs and other information that is not
      historical information and, in particular, appear in the sections entitled
“Risk
      Factors,” “Management’s Discussion and Analysis of Financial Condition and
      Results of Operations” and elsewhere in this Report. When used in this Report,
      the words “estimates,” “expects,” “anticipates,” “forecasts,” “plans,”
“intends,” “believes,” “seeks,” “may,” “will,” “should” and variations of these
      words or similar expressions (or the negative versions of any these words)
      are
      intended to identify forward-looking statements. All forward-looking statements,
      including, without limitation, management’s examination of historical operating
      trends, are based upon our current expectations and various assumptions. Our
      expectations, beliefs and projections are expressed in good faith and we believe
      there is a reasonable basis for them. However, we can give no assurance that
      management’s expectations, beliefs and projections will be achieved.





There
      are
      a number of risks and uncertainties that could cause our actual results to
      differ materially from the results referred to in the forward-looking statements
      contained in this Report. Important factors outside the scope of our control
      could cause our actual results to differ materially from the results referred
      to
      in the forward-looking statements we make in this Report. Without limiting
      the
      foregoing, if we are unable to acquire approvals or consents from third parties
      or governmental authorities with respect to our new business model, our plans
      to
      commence our new business may become irrevocably impaired.





All
      forward-looking statements included herein are expressly qualified in their
      entirety by the cautionary statements contained or referred to in this Report.
      Except to the extent required by applicable laws and regulations, the Company
      undertakes no obligation to update these forward-looking statements to reflect
      events or circumstances after the date of this Report or to reflect the
      occurrence of unanticipated events.




Unless
      otherwise provided in this Report, references to the “Company,” the
“Registrant,” the “Issuer,” “we,” “us,” and “our” refer to Prime Sun Power Inc.
      (formally known as ATM Financial Corp.).




3




**PART
      I**  **FINANCIAL
      INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**


Prime
                  Sun Power Inc. (formerly known as ATM Financial Corp.)(A
                  development stage company)Balance
                  Sheet**March
                  31,**
              
              **December
                  31,****2008**
              
              **2007****ASSETS**
              
              **(Unaudited)****Current
                  Assets**Cash
              
              
              -
              
              
              71,241Prepaid
                  expense
              
              
              600
              
              
              600Total
                  Current Assets and Total Assets
              
              
              600
              
              
              71,841**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities**Accounts
                  payable and Accrued liabilities
              
              
              83,083
              
              
              48,880Total
                  Current Liabilities and Total Liabilities
              
              
              83,083
              
              
              48,880Stockholders'
                  Equity (Deficiency)
              
              
              (82,483
              )
              
              22,961Total
                  Liabilities and Stockholders' Equity (Deficiency)
              
              
              600
              
              
              71,841
  4
 
 Prime
                      Sun Power Inc. (formerly known as ATM Financial Corp.)(A
                      development stage company)(Unaudited)
                      Statement of OperationsFor
                      the Three
                  
                  For
                      the Three
                  
                  Accumulated
                      fromMonths
                      ended
                  
                  Months
                      ended
                  
                  December
                      18, 2002March
                      31,
                  
                  March
                      31,
                  
                  (Date
                      of Inception)2008
                  
                  2007
                  
                  to
                      March 31, 2008**Revenue**
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -**EXPENSES
                      (INCOME)**Bank
                      and financing charges
                  
                  
                  -
                  
                  
                  122
                  
                  
                  2,424Consulting
                  
                  
                  -
                  
                  
                  -
                  
                  
                  26,826Gain
                      on currency exchange
                  
                  
                  133
                  
                  
                  -
                  
                  
                  133License
                      payment
                  
                  
                  -
                  
                  
                  -
                  
                  
                  1,000Listing
                      and filing fees
                  
                  
                  1,845
                  
                  
                  -
                  
                  
                  23,547Office
                      and sundry
                  
                  
                  398
                  
                  
                  274
                  
                  
                  23,701Professional
                      fees
                  
                  
                  90,071
                  
                  
                  4,825
                  
                  
                  149,145Personnel
                  
                  
                  12,997
                  
                  
                  -
                  
                  
                  12,997Rent
                  
                  
                  -
                  
                  
                  -
                  
                  
                  25,650Transfer
                      agent
                  
                  
                  -
                  
                  
                  50
                  
                  
                  2,771Loss
                      on sale of property and equipment
                  
                  
                  
                  
                  
                  
                  
                  
                  909Interest
                      expense
                  
                  
                  
                  
                  
                  
                  
                  
                  1,026Gain
                      on debt settlement
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (14,176
                  )Total
                      Expenses (Income)
                  
                  
                  105,444
                  
                  
                  5,271
                  
                  
                  255,953Net
                      Loss
                  
                  
                  (105,444
                  )
                  
                  (5,271
                  )
                  
                  (255,953
                  )Basic
                      and Diluted Loss Per Share
                  
                  $
                  0.00
                  
                  $
                  0.00Weighted
                      Average Shares Outstanding
                  
                  
                  40,114,900
                  
                  
                  40,114,900Share
                      data has been adjusted to reflect the stock dividend effective
                      February 4,
                      2008
  5
 
 Prime
                          Sun Power Inc. (formerly known as ATM Financial Corp.)(A
                          development stage company)(Unaudited)
                          Statement of Stockholder's EquityFor
                          the Period from December 18, 2002 (Date of Inception) to
                          March 31,
                          2008DeficitAccumulatedDuring
                          theCommon
                          Stock
                      
                      Additional
                      
                      DevelopmentShares
                      
                      Par
                      
                      Paid-in
                          Capital
                      
                      Stage
                      
                      TotalBalance
                          - December 18, 2002
                      
                      #
                      
                      Value
                          ($)
                      
                      ($)
                      
                      ($)
                      
                      ($)(Date
                          of Inception)Common
                          stock issued for cash at$0.0001
                          per share
                      
                      
                      4,000,000
                      
                      
                      400
                      
                      
                      -
                      
                      
                      -
                      
                      
                      400Net
                          loss for the period
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (21,990
                      )
                      
                      (21,990
                      )Balance
                          - December 31, 2002
                      
                      
                      4,000,000
                      
                      
                      400
                      
                      
                      -
                      
                      
                      (21,990
                      )
                      
                      (21,590
                      )Net
                          loss for the Year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (24,216
                      )
                      
                      (24,216
                      )Balance
                          - December 31, 2003
                      
                      
                      4,000,000
                      
                      
                      400
                      
                      
                      -
                      
                      
                      (46,206
                      )
                      
                      (45,806
                      )Net
                          loss for the Year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (13,398
                      )
                      
                      (13,398
                      )Balance
                          - December 31, 2004
                      
                      
                      4,000,000
                      
                      
                      400
                      
                      
                      -
                      
                      
                      (59,604
                      )
                      
                      (59,204
                      )February
                          14, 2005 - sharesissued
                          for cash at $0.10 per share
                      
                      
                      1,730,700
                      
                      
                      173
                      
                      
                      172,897
                      
                      
                      -
                      
                      
                      173,070Net
                          loss for the Year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (18,609
                      )
                      
                      (18,609
                      )Balance
                          - December 31, 2005
                      
                      
                      5,730,700
                      
                      
                      573
                      
                      
                      172,897
                      
                      
                      (78,213
                      )
                      
                      95,257Net
                          loss for the Year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (16,167
                      )
                      
                      (16,167
                      )Balance
                          - December 31, 2006
                      
                      
                      5,730,700
                      
                      
                      573
                      
                      
                      172,897
                      
                      
                      (94,380
                      )
                      
                      79,090Net
                          loss for the Year
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (56,129
                      )
                      
                      (56,129
                      )Balance
                          - December 31, 2007
                      
                      
                      5,730,700
                      
                      
                      573
                      
                      
                      172,897
                      
                      
                      (150,509
                      )
                      
                      22,9616
                          for 1 Stock Dividend
                      
                      
                      34,384,200
                      
                      
                      3,438
                      
                      
                      
                      
                      
                      (3,438
                      )
                      
                      -Net
                          loss for the period
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (105,444
                      )
                      
                      (105,444
                      )Balance
                          - March 31, 2008
                      
                      
                      40,114,900
                      
                      
                      4,011
                      
                      
                      172,897
                      
                      
                      (259,391
                      )
                      
                      (82,483
                      )
  6
 
 Prime
                              Sun Power Inc. (formerly known as ATM Financial Corp.)(A
                              development stage company)(Unaudited)
                              Statement of Cash FlowFor
                              the Three
                          
                          For
                              the Three
                          
                          Accumulated
                              fromMonths
                              ended
                          
                          Months
                              ended
                          
                          December
                              18, 2002March
                              31,
                          
                          March
                              31,
                          
                          (Date
                              of Inception)2008
                          
                          2007
                          
                          to
                              March 31, 2008Net
                              loss for the period
                          
                          
                          (105,444
                          )
                          
                          (5,271
                          )
                          
                          (255,953
                          )Adjustments
                              to reconcile net loss to net cashused
                              in operations:Gain
                              on debt settlement
                          
                          
                          -
                          
                          
                          -
                          
                          
                          14,176Loss
                              on sale of equipment
                          
                          
                          -
                          
                          
                          -
                          
                          
                          909Change
                              in operating assets and liabilities(Increase)
                              decrease in prepaid expense
                          
                          
                          -
                          
                          
                          31
                          
                          
                          (600
                          )Increase
                              in accounts payable andaccrued
                              liabilities
                          
                          
                          34,203
                          
                          
                          3,881
                          
                          
                          68,907Net
                              Cash Used in Operating Activities
                          
                          
                          (71,241
                          )
                          
                          (1,359
                          )
                          
                          (172,561
                          )Cash
                              Provided By Financing ActivitiesCommon
                              stock issued
                          
                          
                          -
                          
                          
                          -
                          
                          
                          173,070Net
                              Cash Provided by Financing Activities
                          
                          
                          -
                          
                          
                          -
                          
                          
                          173,070Cash
                              Provided By (Used In) Investing ActivitiesPurchase
                              of equipment
                          
                          
                          -
                          
                          
                          -
                          
                          
                          (3,416
                          )Proceeds
                              from sale of equipment
                          
                          
                          -
                          
                          
                          -
                          
                          
                          2,507Net
                              Cash Used In Investing Activities
                          
                          
                          -
                          
                          
                          
                          
                          
                          (909
                          )Decrease
                              in Cash
                          
                          
                          (71,241
                          )
                          
                          (1,359
                          )
                          
                          -Cash
                              - Beginning of Period
                          
                          
                          71,241
                          
                          
                          101,877-Cash
                              - End of Period
                          
                          
                          -
                          
                          
                          100,518
                          
                          
                          -




7
 
 **PRIME
          SUN POWER, INC.**
 Notes
          to
          Financial Statements
 (Unaudited)
 
 **NOTE
          A - BASIS OF PRESENTATION**
 
 The
          accompanying unaudited financial statements of Prime Sun Power, Inc. (the
          “Company”) reflect all material adjustments consisting of only normal recurring
          adjustments that, in the opinion of management, are necessary for a fair
          presentation of results for the interim periods. Certain information and
          footnote disclosures required under accounting principles generally accepted
          in
          the United States of America have been condensed or omitted pursuant to
          the
          rules and regulations of the Securities and Exchange Commission, although
          the
          Company believes that the disclosures are adequate to make the information
          presented not misleading. These financial statements should be read in
          conjunction with the financial statements and notes thereto included in
          the
          Company’s Annual Report on Form 10-KSB for the year ended December 31, 2007 as
          filed with the Securities and Exchange Commission.
 
 The
          preparation of financial statements in conformity with accounting principles
          generally accepted in the United States of America requires management
          to make
          estimates and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of
          the financial statements and the reported amounts of revenues and expenses
          during the reporting period. Actual results could differ from those estimates.
 
 The
          results of operations for the three months ended March 31, 2008 and 2007
          are not
          necessarily indicative of the results to be expected for the entire year
          or for
          any other period.
 
 **NOTE
          B - GOING CONCERN**
 
 The
          Company has been in the development stage since its inception and has not
          yet
          realized any revenues from its planned operations. As of March 31, 2008,
          the
          Company has an accumulated deficit of $259,391. The ability of the Company
          to
          continue as a going concern and to emerge from the development stage is
          dependent upon its successful execution of its plan of operations and ability
          to
          raise additional financing. There is no guarantee that the Company will
          be able
          to raise additional capital or sell any of its products and services at
          a
          profit. These factors, among others, raise substantial doubt regarding
          the
          Company’s ability to continue as a going concern. The accompanying financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
 
 **NOTE
          C - STOCKHOLDERS’ EQUITY**
  On
          January 22, 2008, the Board of Directors declared the payment of a stock
          dividend to the stockholders of record of the Company as of February 4,
          2008.
          The stock dividend was paid on February 4, 2008. Each stockholder received
          six
          additional shares of the Company’s common stock for each one share of the
          Company’s common stock which they held on the record date. Following the payment
          of the stock dividend, the issued and outstanding share ownership of the
          Company
          increased from 5,730,700 shares of Company common stock to 40,114,900 shares
          of
          common stock.
 
 **NOTE
          D - RELATED PARTY TRANSACTION**
 
 Included
          in accounts payable and accrued liabilities at March 31, 2008 and December
          31,
          2007 is $25,685 owed to a former director of the Company for rent and other
          expenses.
 
 **NOTE
          E - NEW ACCOUNTING PRONOUNCEMENTS**
 
 In
          December 2007, the FASB issued SFAS No. 141 (R), *Business
          Combinations* ,
          and
          SFAS No. 160, *Non-controlling
          Interests in Consolidated Financial Statements* .
          SFAS
          No. 141 (R) requires an acquirer to measure the identifiable assets acquired,
          the liabilities assumed, and any non-controlling interest in the acquiree
          at
          their fair values on the acquisition date, with goodwill being the excess
          value
          over the net identifiable assets acquired. SFAS No. 160 clarifies that
          a
          non-controlling interest in a subsidiary should be reported as equity in
          the
          consolidated financial statement. The calculation of earnings per share
          will
          continue to be based on income amounts attributable to the parent. SFAS No.
          141 (R) and SFAS No. 160 are effective for financial statements issued
          for
          fiscal years beginning after December 15, 2008. Early adoption is prohibited.
          We
          have not yet determined the effect on our financial statements, if any,
          upon
          adoption of SFAS No. 141 (R) or SFAS No. 160.




8




**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND**  **RESULTS
      OF OPERATIONS**





**The
      Company's Operations**





The
      following discussion of the financial condition and results of operations of
      Prime Sun Power Inc. should be read in conjunction with the financial statements
      and the related notes thereto included elsewhere in this Report. This Report
      contains certain forward-looking statements and the Company's future operating
      results could differ materially from those discussed herein. Certain statements
      contained in this Report, including, without limitation, statements containing
      the words “believes”, “anticipates,” “expects” and the like, constitute
“forward-looking statements” within the meaning of Section 27A of the Securities
      Act of 1933, as amended, and Section 21E of the Securities Exchange Act of
      1934,
      as amended (the “Exchange Act”). However, as the Company intends to issue “penny
      stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange
      Act, the Company is ineligible to rely on these safe harbor provisions. Such
      forward-looking statements involve known and unknown risks, uncertainties and
      other factors which may cause the actual results, performance or achievements
      of
      the Company to be materially different from any future results, performance
      or
      achievements expressed or implied by such forward-looking statements. Given
      these uncertainties, readers are cautioned not to place undue reliance on such
      forward-looking statements. The Company disclaims any obligation to update
      any
      such factors or to announce publicly the results of any revisions of the
      forward-looking statements contained or incorporated by reference herein to
      reflect future events or developments, except as required by the Exchange Act.





We
      were
      incorporated in the State of Nevada on December 18, 2002, as ATM Financial
      Corp., for the purpose of providing access to the Canadian Interac shared cash
      dispensing network for those operators of automated teller machines, also known
      as ATMs, who are not affiliated with any financial institution. On November
      10,
      2006, our President and Chief Executive officer resigned to pursue other
      interests. We suspended all prior business plans as of that date. During the
      first quarter 2008, we began considering a new business model involving solar
      power and other alternative energies.





**Change
      of Control**





On
      January 10, 2008, Viktoria Vynnyk, the Company’s then controlling shareholder
      entered into a Securities Purchase and Sale Agreement (the “Securities Purchase
      and Sale Agreement”), dated as of January 9, 2008, with Rudana Investment Group
      AG, a corporation formed under the laws of Switzerland and new majority
      shareholder of the Company (“Rudana”). Pursuant to the Securities Purchase and
      Sale Agreement, Ms. Vynnyk agreed to sell all of her shares of the Company’s
      common stock to Rudana. Upon the closing of the Securities Purchase and Sale
      Agreement on January 10, 2008, a change in control of the Company occurred.
      Pursuant to the Securities Purchase and Sale Agreement, Rudana has acquired
      4,000,000 shares of the Company’s common stock from Ms. Vynnyk. Rudana paid
      $70,000.00 to acquire such shares. Funds for the acquisition were from the
      working capital of Rudana. Rudana now owns 69.8% of the Company’s issued and
      outstanding shares. The Company is not a party to the Securities Purchase and
      Sale Agreement.





Effective
      May 10, 2008, the Board of Directors (the “Board”) appointed Dr. Augustine Fou
      to fill one of the vacancies on the Board. Ms. Vynnyk resigned as an officer
      and
      director of the Company as of May 10, 2008. On May 10, 2008, Gerald Sullivan
      was
      appointed as the Chief Financial Officer and interim President and Chief
      Executive Officer of the Company. On May 10, 2008, Barbara Salz was appointed
      as
      Corporate Secretary.





**Subsequent
      Events**





Effective
      January 14, 2008, the Company’s Board voted to amend the Company’s By-Laws to
      provide for the inapplicability of Sections 78.378 to 78.3793 of the Nevada
      Revised Statutes to any acquisition of the Company’s securities.





On
      January 22, 2008, our Board declared dividends on our common stock with payment
      to all record holders as of the record date of February 4, 2008. Each
      stockholder of the Company received six additional shares of common stock for
      each one share of common stock owned as of the record date. In connection with
      this dividend, the ownership of stockholders possessing 5,730,700 shares of
      common stock increased to 40,114,900 shares of common stock. The number of
      shares owned by Rudana was correspondingly adjusted from 4,000,000 shares to
      28,000,000 shares.




9




On
      March
      24, 2008, the Company dismissed its independent auditor, Chang Lee LLP (formerly
      Vellmer & Chang). Effective as of March 24, 2008, the Company has retained
      Paritz & Company, P.A., as its independent auditor.





On
      April
      1, 2008, we changed our name from “ATM Financial Corp.” to “Prime Sun Power
      Inc.”





On
      April
      14, 2008, the Company changed its address to: 14 Wall Street, 20 th Floor,
      New York, NY 10005. The Company’s new telephone number is (212)
      618-1306.





On
      April
      15, 2008, the Company changed its stock symbol from “AFIC” to “PSPW.” The
      Company’s common stock is traded on the National Association of Securities
      Dealers Inc.’s over-the-counter bulletin board.





**Our
      Plan of Operation**





We
      intend
      to commence a new business model including solar power and other alternative
      energies. We have not yet formulated how we shall finance the new business.
      We
      are only in the preliminary phase of determining how we would commence and
      operate the new business. We have not formulated any definitive plans yet and
      we
      have not commenced any operations under the new business model. We expect to
      announce details of the new model during the second or third quarter of
      2008.





**Research
      and Development**





The
      Company has not yet determined its anticipated spending on research and
      development activities for the year ending December 31, 2008.





**Plant
      and Equipment**





The
      Company has not yet determined its anticipated spending on plant and equipment
      for the year ending December 31, 2008.





**Employees**





As
      of
      March 31, 2008, the Company had no full or part time paid employees. The Company
      has not yet determined its anticipated employee and staff needs for the year
      ending December 31, 2008.





**Liquidity
      and capital resources**





During
      the quarter ended March 31, 2008 and to date, the primary source of capital
      has
      been loans from existing shareholders, and equity sales. Our operations to
      date
      have consumed substantial amounts of cash.  Our negative cash flow
      from operations is expected to continue and to accelerate in the foreseeable
      future as the Company invests in capital expenditures including production
      facilities.





As
      of the
      date of this Report, we have not yet generated any revenues from our business
      operations. Since inception, the Company has incurred total expenses of
      $255,953, including total expenses of $105,444 during the three months ended
      March 31, 2008.





We
      will
      need to raise additional capital to implement our new business plan and continue
      operations. We are seeking alternative sources of financing, through private
      placement of securities and loans from our shareholders in order for us to
      maintain our operations. We cannot guarantee that we will be successful in
      raising additional cash resources for our operations or that we will stay in
      business after our new business plan has commenced.





Our
      consolidated cash balance at March 31, 2008 was $0. As of March 31, 2008, our
      total current assets consisted of $600 in prepaid expenses and our total
      liabilities were $83,083.




10




Subsequent
      to the period covered by this Report, on April 15, 2008, the Company received
      a
      loan in the amount of Fifty-Two Thousand Five Hundred Dollars ($52,500.00)
      from
      Rudana (the “Shareholder Loan”). The Company will use the proceeds from the
      Shareholder Loan for general corporate purposes. The Shareholder Loan has an
      interest rate of seven and a half percent (7.5%) per annum, which together
      with
      the principal amount shall be repayable thirty (30) days after demand by Rudana.
      In connection with the Shareholder Loan, the Company executed a note setting
      forth the terms thereof. The Shareholder Loan was approved by the Company’s
      Board.





On
      May
      10, 2008, the Company has issued a warrant to Arimathea Limited in consideration
      for international corporate development services rendered on behalf of the
      Company. Assuming exercise in full of the warrant by Arimathea, the Company
      would realize approximately $13 million in proceeds. The warrant is exercisable
      for the purchase, in whole or in part, of 8,022,980 shares of common stock
      at a
      purchase price of $1.62 per share, which purchase price has been determined
      by
      reference to the average closing price of the Company’s common stock during the
      five (5) day period from May 5, 2008 to May 9, 2008. All of the warrant shares
      shall vest and become exercisable upon the closing of the first acquisition
      by
      the Company of equity securities, assets, license or strategic alliance with
      an
      operating enterprise by the Company that shall be utilized as the basis for
      commencing the Company’s new business model. Under the terms of its warrant,
      Arimathea will not be permitted to exercise and own more than 4.9% of the
      Company’s common stock at any given time. The Arimathea warrant has
      anti-dilution protection for future issuances of equity securities which exceed
      20% of the issued and outstanding shares of the Company as of May 10, 2008,
      if
      any such shares are issued at consideration below the warrant exercise price.
      The Arimathea warrant does not contain any call provisions and there is no
      obligation on the part of Arimathea to exercise its warrant at any
      time.





**Off
      Balance Sheet Arrangements**





The
      Company does not have any off balance sheet arrangements that have or are
      reasonably likely to have a current or future effect on the Company's financial
      condition, changes in financial condition, revenues or expenses, results of
      operations, liquidity, capital expenditures or capital resources.





**ITEM
      3.**  **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





Not
      Applicable.





**ITEM
      4T.**  **CONTROLS
      AND PROCEDURES**





As
      of the
      end of the period covered by this report, the Company carried out, under the
      supervision and with the participation of the Company’s management, including
      its Chief Executive Officer and Chief Financial Officer, an evaluation of the
      effectiveness of the design and operation of the Company’s disclosure controls
      and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934) in ensuring that information required to be disclosed
      by
      the Company in its reports is recorded, processed, summarized and reported
      within the required time periods.  In carrying out that evaluation,
      management identified a material weakness (as defined in Public Company
      Accounting Oversight Board Standard No. 2) in our internal control over
      financial reporting.





The
      material weakness identified by Management consisted of inadequate staffing
      and
      supervision within the bookkeeping and accounting operations of our
      company.  The relatively small number of employees who have
      bookkeeping and accounting functions prevents us from segregating duties within
      our internal control system.  The inadequate segregation of duties is
      a weakness because it could lead to the untimely identification and resolution
      of accounting and disclosure matters or could lead to a failure to perform
      timely and effective reviews.  However, as there has been no instance
      in which the company failed to identify or resolve a disclosure matter or failed
      to perform a timely and effective review, management determined that the
      addition of personnel to our bookkeeping and accounting operations is not an
      efficient use of our resources at this time.





Accordingly,
      based on their evaluation of our disclosure controls and procedures as of March
      31, 2008, the Company’s Chief Executive Officer and its Chief Financial Officer
      have concluded that, as of that date, the Company’s controls and procedures were
      effective for the purposes described above.




There
      was
      no change in the Company’s internal control over financial reporting (as defined
      in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934)
      during the quarter ended March 31, 2008 that has materially affected or is
      reasonably likely to materially affect the Company’s internal control over
      financial reporting.




11




**PART
      II. OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**




The
      Company is not, and has not been during the period covered by this Quarterly
      Report, a party to any legal proceedings.




**ITEM
      2:**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**




None.





**ITEM
      3:**  **DEFAULTS
      UPON SENIOR SECURITIES**





Not
      Applicable.




**ITEM
      4:**  **SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS**




No
      matters were submitted to the vote of the Company’s security holders during the
      period covered by this Quarterly Report.




**ITEM
      5:**  **OTHER
      INFORMATION**





**Shareholder
      Loan**





Subsequent
      to the period covered by this Report, on April 15, 2008, the Company received
      a
      loan in the amount of Fifty-Two Thousand Five Hundred Dollars ($52,500.00)
      from
      Rudana (the “Shareholder Loan”). The Company will use the proceeds from the
      Shareholder Loan for general corporate purposes. The Shareholder Loan has an
      interest rate of seven and a half percent (7.5%) per annum, which together
      with
      the principal amount shall be repayable thirty (30) days after demand by Rudana.
      In connection with the Shareholder Loan, the Company executed a note setting
      forth the terms thereof. The Shareholder Loan was approved by the Company’s
      Board.





**Payment
      of Stockholder’s Legal Fees**





On
      April
      15, 2008, the Company’s Board determined that it was in the best interests of
      the Company that, in consideration for certain corporate development
      introductions made by Rudana, the Company pay for the legal representation
      fees,
      costs, expenses and disbursements incurred by Rudana in connection with the
      acquisition of Rudana’s equity interest in the Company and for corporate
      development activities undertaken by Rudana on behalf of the Company. The
      Company paid $62,262.18 for Rudana’s legal fees in such regard.




12




**ITEM
      6.**  **EXHIBITS**




**Exhibit**
            
            **Description**10.2
            
            Promissory Note issued by the Company
              to
              Rudana Investment Group AG, dated as of April 15,2008.10.3
            
            Director’s Agreement by and between the
              Company and Dr. Augustine Fou, dated as of May 10, 2008.10.4
            
            Common Stock Purchase Warrant issued
              to
              Arimathea Limited, dated May 10, 2008.31.1
            
            Certification of Principal Executive
              Officer
              and Principal Financial Officer pursuant to Section 302 ofthe
              Sarbanes-Oxley Act of 2002.32.1
            
            Certification of the Principal Executive
              Officer and Principal Financial Officer pursuant to 18 U.S.C.Section
              1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
              of
              2002.




13




**SIGNATURES**





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




**PRIME
                SUN POWER INC.**By:
            /s/ Gerald SullivanName:Gerald
              SullivanTitle:Chief
                Financial Officer and Interim President and Chief Executive
                Officer




Date:
      May
      15, 2008




14