**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**





[X]
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





For
      the
      quarterly period ended June 30, 2008





[
      ]
      TRANSITION 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
      [x]
      No [  ]





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
              [ 
                   ]
              Accelerated
                  Filer
              [  
                  ]Non-Accelerated
                  Filer
              [ 
                   ]
              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
      [X]
      No [   ]





As
      of
      August 13, 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 of Financial Condition and Results
                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
  **June30**
              
              **December
                  31,****2008**
              
              **2007****ASSETS**
              
              **(Unaudited)****Current
                  Assets**Cash
              
              
              28,684
              
              
              71,241Prepaid
                  expense
              
              
              600
              
              
              600Total
                  Current Assets and Total Assets
              
              
              29,284
              
              
              71,841**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****Current
                  Liabilities**Accounts
                  payable and Accrued liabilities
              
              
              63,140Due
                  to related parties
              
              
              145,051
              
              
              48,880Total
                  Current Liabilities and Total Liabilities
              
              
              208,191
              
              
              48,880Stockholders'
                  Equity (Deficiency)
              
              
              (178,907
              )
              
              22,961Total
                  Liabilities and Stockholders' Equity (Deficiency)
              
              
              29,284
              
              
              71,841


4


Prime
        Sun
        Power Inc. (formerly known as ATM Financial Corp.)
 (A
        development stage company)
 (Unaudited)
        Statement of Operations
  Accumulated
                  fromFor
                  the Three Monthsended
              
              For
                  the Six Months ended
              
              December
                  18, 2002June
                  30
              
              June
                  30
              
              (Date
                  of Inception)2008
              
              2007
              
              2008
              
              2007
              
              to
                  June 30, 2008**Revenue**
              
              -
              
              -
              
              
              
              
              
              -**EXPENSES
                  (INCOME)**Bank
                  and financing charges
              
              
              24
              
              
              28
              
              
              24
              
              
              150
              
              
              2,518Consulting
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              26,826Director
                  fees
              
              
              4,000
              
              
              -
              
              
              4,000
              
              
              -
              
              
              4,000Gain
                  on currency exchange
              
              
              -
              
              
              -
              
              
              341
              
              
              -
              
              
              732License
                  payment
              
              
              -
              
              
              -
              
              
              -
              
              
              
              
              
              1,000Listing
                  and filing fees
              
              
              3,082
              
              
              100
              
              
              4,927
              
              
              100
              
              
              26,258Office
                  and sundry
              
              
              6,438
              
              
              2,527
              
              
              6,837
              
              
              2,801
              
              
              30,127Professional
                  fees
              
              
              57,155
              
              
              1,354
              
              
              117,879
              
              
              6,179
              
              
              176,973Personnel
              
              
              50,839
              
              
              -
              
              
              63,835
              
              
              -
              
              
              63,835Regulatory
                  fees
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Rent
              
              
              1,079
              
              
              -
              
              
              1,079
              
              
              
              
              
              26,729Transfer
                  agent
              
              
              -
              
              
              -
              
              
              -
              
              
              50
              
              
              2,675Travel
              
              
              1,388
              
              
              
              
              
              1,388
              
              
              
              
              
              1,388Loss
                  on sale of property and equipment
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              909Interest
                  expense
              
              
              1,558
              
              
              
              
              
              1,558
              
              
              
              
              
              2,584Gain
                  on debt settlement
              
              
              -
              
              
              -
              
              
              
              
              
              
              
              
              (14,176
              )Total
                  Expenses (Income)
              
              
              125,563
              
              
              4,009
              
              
              201,868
              
              
              9,280
              
              
              352,378Net
                  Loss
              
              
              (125,563
              )
              
              (4,009
              )
              
              (201,868
              )
              
              (9,280
              )
              
              (352,378
              )Basic
                  and Diluted Loss Per Share
              
              
              ($0.00
              )
              
              ($0.00
              )
              
              ($0.01
              )
              
              ($0.00
              )Weighted
                  Average Shares Outstanding
              
              
              40,114,900
              
              
              40,114,900
              
              
              40,114,900
              
              
              40,114,900


Share
        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 Equity
 For
        the
        Period from December 18, 2002 (Date of Inception) to June 30,
        2008




DeficitAccumulatedAdditional
              
              During
                  theCommon
                  Stock
              
              Paid-in
              
              DevelopmentShares
              
              Par
              
              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 - February 8, 2008
              
              
              34,384,200
              
              
              3,438
              
              
              
              
              
              (3,438
              )
              
              -Net
                  loss for the period
              
              
              
              
              
              
              
              
              
              
              
              (76,305
              )
              
              (76,305
              )Balance
                  - March 31, 2008
              
              
              40,114,900
              
              
              4,011
              
              
              172,897
              
              
              (230,252
              )
              
              (53,344
              )Net
                  loss for the period
              
              
              
              
              
              
              
              
              
              
              
              (125,563
              )
              
              (125,563
              )Balance
                  - June 30, 2008
              
              
              40,114,900
              
              
              4,011
              
              
              172,897
              
              
              (355,815
              )
              
              (178,907
              )





6




Prime
        Sun
        Power Inc. (formerly known as ATM Financial Corp.)
 (A
        development stage company)
 (Unaudited)
        Statement of Cash Flow
  Accumulated
                  fromFor
                  the Six Months ended
              
              December
                  18, 2002June
                  30
              
              (Date
                  of Inception)2008
              
              2007
              
              to
                  June 30, 2008Net
                  loss for the period
              
              
              (201,868
              )
              
              (9,280
              )
              
              (352,378
              )*Adjustments
                  to reconcile net loss to net cash**used
                  in operations:*Gain
                  in debt settlement
              
              
              -
              
              
              -
              
              
              14,176Loss
                  on sale of equipment
              
              
              -
              
              
              -
              
              
              909*Change
                  in operating assets and liabilities*Prepaid
                  expense
              
              
              -
              
              
              5
              
              
              (600
              )Accounts
                  payable and accrued liabilities
              
              
              14,260
              
              
              (6
              )
              
              48,965Net
                  Cash Used in Operating Activities
              
              
              (187,608
              )
              
              (9,281
              )
              
              (288,928
              )Cash
                  Provided By Financing ActivitiesProceeds
                  of loans from related parties
              
              
              145,051
              
              
              -
              
              
              145,051Common
                  stock issued
              
              
              -
              
              
              -
              
              
              173,470Net
                  Cash Provided by Financing Activities
              
              
              145,051
              
              
              -
              
              
              318,521Cash
                  Provided By (Used In) Investing ActivitiesPurchase
                  of equipment
              
              
              -
              
              
              -
              
              
              (3,416
              )Proceeds
                  from sale of equipment
              
              
              -
              
              
              -
              
              
              2,507Net
                  Cash Used In Investing Activities
              
              
              -
              
              
              
              
              
              (909
              )Increase
                  (Decrease) in Cash
              
              
              (42,557
              )
              
              (9,281
              )
              
              28,684Cash
                  - Beginning of Period
              
              
              71,241
              
              
              101,877
              
              
              -Cash
                  - End of Period
              
              
              28,684
              
              
              92,596
              
              
              28,684





7


**PRIME
      SUN POWER INC.**


Notes
      to
      Financial Statements


(Unaudited)





**NOTE
      A - BASIS OF PRESENTATION**





The
      accompanying unaudited financial statements have been prepared in accordance
      with accounting principles generally accepted for interim financial information
      and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating
      to smaller reporting companies.  Accordingly, they do not include all
      of the information and footnotes required by generally accepted accounting
      principles (“GAAP”) for complete financial statements.  In the opinion
      of management, all adjustments (consisting of normal recurring accruals)
      considered necessary for a fair presentation have been
      included.  Operating results for the three and six-month periods ended
      June 30, 2008 are not necessarily indicative of the results that may be expected
      for the year ended December 31, 2008.





The
      balance sheet at December 31, 2007 has been derived from the audited financial
      statements at that date but does not include all of the information and
      footnotes required by GAAP for complete financial statements.





For
      further information, refer to the consolidated financial statements and
      footnotes thereto included in our Annual Report on Form 10-KSB for the year
      ended December 31, 2007 filed on March 31, 2008.





**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 June 30, 2008, the
      Company has an accumulated deficit of $355,815. 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 June 30, 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.





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, 20th 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.





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.





**Our
      Plan of Operation**





Our
      new
      business purpose focuses on solar power and other alternative energies. We
      have
      not yet formulated how we shall finance the new business. We are currently
      working on the plans to commence and operate the new business. Although we
      have
      a new business purpose, we have not formulated definitive plans and we have
      not
      commenced any operations under the new business model. We expect to announce
      details of the new model during the third or fourth 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.





9


**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
      June 30, 2008, the Company had only two part time 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 June 30, 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 incured total expenses of $352,378,
      including total expenses of $201,868during the six months ended June 30,
      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 June 30, 2008 was $28,684. As of June 30, 2008,
      our
      total current assets consisted of $600 in prepaid expenses and our total
      liabilities were $266,414.





For
      the
      period ending June 30, 2008, the Company has received 3 loans in aggregate
      of
      $174,189 from Rudana (the “Shareholder Loan”). The Company will use the proceeds
      from the Shareholder Loan for general corporate purposes. The Shareholder Loans
      have 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 notes setting forth the terms thereof. The Shareholder Loans were approved
      by
      the Company’s Board.





On
      May
      10, 2008, the Company issued a warrant to Arimathea Limited in consideration
      for
      international corporate development services rendered on behalf of the Company.
      On May 22, 2008, the Company amended the First Warrant and issued a second
      warrant to Arimathea Limited (the “Second Warrant”). Subsequent to the period
      covered by this Report, the Company agreed to amalgamate and amend the First
      Warrant and the Second Warrant (collectively, the “Amended Warrant”). The
      Amended Warrant will have an exercise term of 3 years and will become
      exercisable only for the purchase of a number of shares equal to (i) 5% of
      the
      amount of capital raised by the Company from introductions made by Arimathea,
      divided by (ii) the original exercise price of $1.62 per share. All other terms
      and conditions of the First Warrant and Second Warrant as amalgamated into
      the
      Amended Warrant shall remain the same.




**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.





**Subsequent
      Events**





On
      August
      11, 2008 and on August 13, 2008, Prime Sun Power Inc., Inc. (the “Company”)
      received shareholder loans in the aggregate amount of $80,000.00 (the
“Shareholder Loans”), from Rudana Investment Group AG (“Rudana”), the Company’s
      majority shareholder.  The Shareholder Loans have 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 two notes on August 11, 2008 and,
      respectively, August 13, 2008, setting forth the terms thereof.





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**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 the Company.
      The
      relatively small number of employees who have bookkeeping and accounting
      functions prevents us from segregating duties within the Company’s 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. Accordingly, based on their evaluation of the Company’s disclosure
      controls and procedures as of June 30, 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 not effective for the purposes
      described above. The Company intends to take steps to remediate such procedures
      as soon as reasonably possible.





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 June 30, 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**





Not
      Applicable.




12


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





**Exhibit**  **Description**





10.5  Form
      of
      Promissory Note issued by the Company to Rudana Investment Group
      AG.





31.1  Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of  the
      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.




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**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:
      August 19, 2008






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