**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q/A**


**Amendment
      No. 1**





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





For
      the
      quarterly period ended March 31, 2008





o 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.)








**104
      Summit Avenue**


**Summit,
      NJ 07902-0080**


(Address
      of principal executive offices)





**(908)
      273-5575**


(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 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 x No o





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










Explanatory
      Note :
      On July
      7, 2008, Prime Sun Power Inc. (the “Company”) determined that certain amounts in
      the financial statements (unaudited) and financial information provided in
      the
      Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008
      contained certain bookkeeping recognition and classification errors.





In
      addition, it was determined that certain Notes to the financial statements
      should be clarified. The Company’s Chief Financial Officer made these
      determinations. The recognition and classification issues pertained to legal
      fees which the Company had agreed to pay on behalf of Rudana Investment Group
      AG
      (“Rudana”), the Company’s majority shareholder, which were charged to the
      Company’s operating expenses during the three months ended March 31, 2008. In
      addition, the company did not record certain legal fees which were paid by
      Rudana during the same period.





The
      Company is hereby amending and restating its financial statements for the
      quarterly period ended March 31, 2008 to reflect the changes described above.
      Readers are directed to the Company’s periodic reports filed with respect to
      periods subsequent to March 31, 2008 for information pertaining to the Company’s
      operations, and financial reports following the period reported
      herein.




2




**TABLE
      OF CONTENTS**




**PART
                I: FINANCIAL INFORMATION**Item
                1: Financial Statements
            
            
            5Item
                2: Management’s Discussion and Analysis or Plan of
                Operation
            
            
            11Item
                3: Quantitative and Qualitative Disclosures about Market
                Risk
            
            
            13Item
                4T: Controls and Procedures
            
            
            13**PART
                II: OTHER INFORMATION**Item
                1: Legal Proceedings
            
            
            14Item
                2: Unregistered Sales of Equity Securities and Use of
                Proceeds
            
            
            14Item
                3: Defaults Upon Senior Securities
            
            
            14Item
                4: Submission of Matters to a Vote of Security Holders
            
            
            14Item
                5: Other Information
            
            
            14Item
                6: Exhibits
            
            
            15**SIGNATURES**
            
            
            16




3




**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.).




4





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




**ITEM
      1. FINANCIAL STATEMENTS**





Prime
                Sun Power Inc. (formerly known as ATM Financial
                Corp.)(A
                development stage company)Balance
                Sheet
              As
                restated


**March
                31,**
            
            **December
                31,****2008**
            
            **2007****ASSETS**
            
            **(Unaudited)****Current
                Assets**Cash
            
            
            -
            
            
            71,241Prepaid
                expense
            
            
            600
            
            
            600Loan
                Receivable from related party
            
            
            29,138**Total
                Current Assets and Total Assets**
            
            
            29,738
            
            
            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)
            
            
            (53,345
            )
            
            22,961Total
                Liabilities and Stockholders' Equity (Deficiency)
            
            
            29,738
            
            
            71,841




5




Prime
                Sun Power Inc. (formerly known as ATM Financial
                Corp.)(A
                development stage company)(Unaudited)
                Statement of OperationsAs
                restated




For
                  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
              
              
              2,494Consulting
              
              
              -
              
              
              -
              
              
              26,826Gain
                  on currency exchange
              
              
              341
              
              
              -
              
              
              732License
                  payment
              
              
              -
              
              
              -
              
              
              1,000Listing
                  and filing fees
              
              
              1,845
              
              
              -
              
              
              23,176Office
                  and sundry
              
              
              398
              
              
              274
              
              
              23,689Professional
                  fees
              
              
              60,724
              
              
              4,825
              
              
              119,817Personnel
              
              
              12,997
              
              
              -
              
              
              12,997Rent
              
              
              -
              
              
              -
              
              
              25,650Transfer
                  agent
              
              
              -
              
              
              50
              
              
              2,675Loss
                  on sale of property and equipment
              
              
              
              
              
              
              
              
              909Interest
                  expense
              
              
              
              
              
              
              
              
              1,026Gain
                  on debt settlement
              
              
              -
              
              
              -
              
              
              (14,176
              )Total
                  Expenses (Income)
              
              
              76,305
              
              
              5,271
              
              
              226,815Net
                  Loss
              
              
              (76,305
              )
              
              (5,271
              )
              
              (226,815
              )Basic
                  and Diluted Loss Per Share
              
              $
              .0019
              
              $
              0.00Weighted
                  Average Shares Outstanding
              
              
              40,114,900
              
              
              40,114,900Share
                  data has been adjusted to reflect the stock dividend effective
                  February 4,
                  2008




6




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,
                2008
              As
                restated


DeficitAccumulatedDuring
                  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
              
              
              
              
              
              
              
              
              
              
              
              (76,305
              )
              
              (76,305
              )Balance
                  - March 31, 2008
              
              
              40,114,900
              
              
              4,011
              
              
              172,897
              
              
              (230,252
              )
              
              (53,345
              )




7




Prime
                Sun Power Inc. (formerly known as ATM Financial
                Corp.)(A
                development stage company)(Unaudited)
                Statement of Cash FlowAs
                restated


For
                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
            
            
            (76,305
            )
            
            (5,271
            )
            
            (226,815
            )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
            
            
            63,287
            
            
            3,881
            
            
            97,992Net
                Cash Used in Operating Activities
            
            
            (13,018
            )
            
            (1,359
            )
            
            (114,338
            )Cash
                Provided By Financing ActivitiesCommon
                stock issued
            
            
            -
            
            
            -
            
            
            173,470Advances
                from related party
            
            
            (58,223
            )
            
            
            
            
            (58,223
            )Net
                Cash Provided by Financing Activities
            
            
            (58,223)
            
            
            -
            
            
            115,247Cash
                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
            
            
            -




8




**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 - RESTATEMENT OF FINANCIAL STATEMENTS**





On
      July
      7, 2008, Prime Sun Power Inc. (the “Company”), in consultation with the
      Company’s independent registered public accounting firm, Paritz and Company
      P.A., concluded that the Company’s financial statements should be restated to
      correct certain bookkeeping recognition and classification errors. In addition,
      it was determined that certain Notes to the financial statements should be
      clarified. The Company’s Chief Financial Officer made these determinations. The
      recognition and classification issues pertained to legal fees which the Company
      had agreed to pay on behalf of Rudana Investment Group AG (“Rudana”), the
      Company’s majority shareholder, which were charged to the Company’s operating
      expenses during the three months ended March 31, 2008. In addition, the company
      failed to record certain legal fees which were paid on behalf of the Company
      by
      Rudana during the same period.





The
      following is a summary of the effects of the restatement on the Company’s
      financial statements.




**As
                Previously****Reported**
            
            **As
                Restated****For
                the Three Months ended March 31, 2008**Total
                Costs and Expenses
            
            
            105,444
            
            
            76,305Net
                Loss
            
            
            (105,444
            )
            
            (76,305
            )Bet
                Loss per Common Share - basic and diluted
            
            
            (0.00
            )
            
            (0.0019
            )**Accumulated
                from December 18, 2002 (inception) to March 31,
                2008**Total
                Costs and Expenses
            
            
            255,953
            
            
            226,815Net
                Loss
            
            
            (255,953
            )
            
            (226,815
            )




9




**NOTE
      C - 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 $226,815. 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
      D - 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
      E - 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.





During
      the three months ended March 31, 2008 the Company paid certain expenses of
      Rudana Investment Group AG, the Company’s majority shareholder in the amount of
      $29,138, net of amount of the Company’s legal fees paid by Rudana. At March 31,
      2008 this amount is recorded as a Loan Receivable - stockholder on the
      accompanying Balance Sheet. The loan is non-interest bearing and due on
      demand.





**NOTE
      F - 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.




10




**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.





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
      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.




11





**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
      $226,815, including total expenses of $76,305 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 $29,738 in prepaid expenses and Notes
      Receivable, and our total liabilities were $83,083.





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.




12





**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.




13





**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 $29,138.18 for Rudana’s legal fees in such regard.




14





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





**Exhibit**
            
            **Description**10.2
            
            Promissory
                Note issued by the Company to Rudana Investment Group AG, dated as
                of
                April 15, 2008, incorporated by reference to Exhibit 10.2 to the
                Company’s
                Report on Form 10-Q, filed with the Securities and Exchange Commission
                on
                May 15, 2008.10.3
            
            Director’s
                Agreement by and between the Company and Dr. Augustine Fou, dated
                as of
                May 10, 2008, incorporated by reference to Exhibit 10.3 to the Company’s
                Report on Form 10-Q, filed with the Securities and Exchange Commission
                on
                May 15, 2008.10.4
            
            Common
                Stock Purchase Warrant issued to Arimathea Limited, dated May 10,
                2008,
                incorporated by reference to Exhibit 10.4 to the Company’s Report on Form
                10-Q, filed with the Securities and Exchange Commission on May 15,
                2008.31.1
            
            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.




15





**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 andChief
              Executive Officer




Dated:
      September 25, 2008




16