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, 2009





 ̈ 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.)





100
Wall Street, 21st
Floor


New York,
NY  10005


(Address
of principal executive offices)





(866)
523-5551


(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  ̈ No x





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (Sec.323.405 of this
chapter) during the preceding 12 months (or shorter period that the registrant
was required to submit and post such files).  Yes  ̈   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 May
19, 2009, the Issuer had 40,114,900 shares of its Common Stock
outstanding.








Explanatory Note: This
Amendment Number 1 to the Quarterly Report on Form 10-Q for the period ended
March 31, 2009 (this “Amendment”) for Prime Sun Power Inc. (the “Company”) has
been filed in response to comments received by the Company from the U.S.
Securities and Exchange Commission. All disclosures herein refer to the fiscal
period ended March 31, 2009 except as otherwise indicated.


2





TABLE
OF CONTENTS





PART
      I: FINANCIAL INFORMATIONItem
      1: Financial Statements
              
              5Item
      2: Management’s Discussion and Analysis of Financial Condition and Results
      of Operation
              
              14Item
      3: Quantitative and Qualitative Disclosures about Market
    Risk
              
              17Item
      4T: Controls and Procedures
              
              17PART
      II: OTHER INFORMATIONItem
      1: Legal Proceedings
              
              18Item
      1A: Risk Factors
              
              18Item
      2: Unregistered Sales of Equity Securities and Use of
    Proceeds
              
              18Item
      3: Defaults Upon Senior Securities
              
              18Item
      4: Submission of Matters to a Vote of Security Holders
              
              18Item
      5: Other Information
              
              18Item
      6: Exhibits
              
              19SIGNATURES
              
              20


3





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS




The
following cautionary statements identify important factors that could cause our
actual results to differ materially from those projected in forward-looking
statements made in this Quarterly Report on Form 10-Q (this “Report”) and in
other reports and documents published by us from time to time. Any statements
about our beliefs, plans, objectives, expectations, assumptions, future events
or performance are not historical facts and may be forward-looking. These
statements are often, but not always, made through the use of words or phrases
such as “believes,” “will likely result,” “are expected to,” “will continue,”
“is anticipated,” “estimated,” “intend,” “plan,” “projection,” “outlook” 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 we issue
“penny stock,” as such term is defined in Rule 3a51-1 promulgated under the
Exchange Act, we are 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
our 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 to carefully read all “Risk Factors”
set forth under Item 1A and not to place undue reliance on any forward-looking
statements. We disclaim 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. New factors emerge from
time to time, and it is not possible for us to predict which will arise or to
assess with any precision the impact of each factor on our business or the
extent to which any factor, or combination of factors, may cause actual results
to differ materially from those contained in any forward-looking
statements.





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


4





PART I
            FINANCIAL
      INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS




Prime Sun Power Inc.
 (A
development stage company)
 Balance
Sheets
  March 31,
                  
                  
                  December 31,2009
                  
                  
                  2008(Unaudited)ASSETSCurrent
      AssetsCash
                  
                  $
                  225
                  
                  
                  $
                  6,629Total
      Current Assets and Total Assets
                  
                  $
                  225
                  
                  
                  $
                  6,629LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                  
                  $
                  665,637
                  
                  
                  $
                  319,078Accrued
      Management Services - related party
                  
                  
                  104,167Accrued
      Interest – related party
                  
                  
                  16,739
                  
                  
                  
                  11,222Loan
      from shareholder
                  
                  
                  298,333
                  
                  
                  
                  298,333Total
      Current Liabilities and Total Liabilities
                  
                  
                  1,084,876
                  
                  
                  
                  628,633Stockholders'
      Equity (Deficiency):Common
      Stock, par value $.0001 per share
                    100,000,000
      shares authorized,
                    40,114,900
      shares issues and outstanding at
                    March
      31, 2009 and December 31, 2008
                  
                  
                  4,011
                  
                  
                  
                  4,011Additional
      paid in capital
                  
                  
                  273,000
                  
                  
                  
                  222,418Deficit
      accumulated during development stage
                  
                  
                  (1,361,662
                  )
                  
                  
                  (848,433
                  )Total
      Stockholders' Deficiency
                  
                  
                  (1,084,651
                  )
                  
                  
                  (622,004
                  )Total
      Liabilities and Stockholders' Deficiency
                  
                  $
                  225
                  
                  
                  $
                  6,629
  See Notes
to Financial Statements
  5
  Prime Sun Power Inc.
 (A
development stage company)
 (Unaudited)
Statement of Operations
 
 Accumulated fromFor the Three Months Ended
                                          
                                          
                                          December 18, 2002March 31,
                                          
                                          
                                          (Date of Inception)2009
                                          
                                          
                                          2008
                                          
                                          
                                          to March 31, 2009Revenue
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -EXPENSES
      (INCOME)Consulting
      & Director Fees
                                          
                                          
                                          18,000
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          151,490Professional
      fees
                                          
                                          
                                          191,268
                                          
                                          
                                          
                                          60,724
                                          
                                          
                                          
                                          522,710Management
      Services - related party
                                          
                                          
                                          104,167
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          104,167Personnel
      Costs
                                          
                                          
                                          123,476
                                          
                                          
                                          
                                          12,997
                                          
                                          
                                          
                                          320,348General
      & Administrative
                                          
                                          
                                          20,219
                                          
                                          
                                          
                                          2,584
                                          
                                          
                                          
                                          142,667Interest
      expense - related party
                                          
                                          
                                          5,517
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          16,739Non-cash
      compensation
                                          
                                          
                                          50,582
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          103,541Total
      Expenses (Income)
                                          
                                          
                                          513,229
                                          
                                          
                                          
                                          76,305
                                          
                                          
                                          
                                          1,361,662Net
      Loss
                                          
                                          
                                          (513,229
                                          )
                                          
                                          
                                          (76,305
                                          )
                                          
                                          
                                          (1,361,662
                                          )Basic
      and Diluted Loss Per Share
                                          
                                          
                                          0.0128
                                          
                                          
                                          
                                          0.0019Weighted
      Average Shares Outstanding
                                          
                                          
                                          40,114,900
                                          
                                          
                                          
                                          40,114,900Share
      data has been adjusted to reflect the stock dividend effective February 4,
      2008
  See Notes
to Financial Statements
  6
 
 Prime Sun Power Inc.(A development stage company)(Unaudited) Statement of Stockholders' EquityFor the Period from December 18, 2002 (Date of Inception) to March 31, 2009
                                                              
                                                              
                                                              DeficitAccumulatedDuring theCommon Stock
                                                              
                                                              
                                                              Additional
                                                              
                                                              
                                                              DevelopmentBalance - December 18, 2002
                                                              
                                                              Shares
                                                              
                                                              
                                                              Par
                                                              
                                                              
                                                              Paid-in Capital
                                                              
                                                              
                                                              Stage
                                                              
                                                              
                                                              Total(Date
      of Inception)
                                                              
                                                              #
                                                              
                                                              
                                                              Value($)
                                                              
                                                              
                                                              ($)
                                                              
                                                              
                                                              ($)
                                                              
                                                              
                                                              ($)Common
      stock issued for cash at$0.0001
      per share
                                                              
                                                              
                                                              28,000,000
                                                              
                                                              
                                                              
                                                              2,800
                                                              
                                                              
                                                              
                                                              (2,400
                                                              )
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              400Net
      loss for the
      period
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (21,990
                                                              )
                                                              
                                                              
                                                              (21,990
                                                              )Balance
      - December 31, 2002
                                                              
                                                              
                                                              28,000,000
                                                              
                                                              
                                                              
                                                              2,800
                                                              
                                                              
                                                              
                                                              (2,400
                                                              )
                                                              
                                                              
                                                              (21,990
                                                              )
                                                              
                                                              
                                                              (21,590
                                                              )Net
      loss for the
      Year
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (24,216
                                                              )
                                                              
                                                              
                                                              (24,216
                                                              )Balance
      - December 31, 2003
                                                              
                                                              
                                                              28,000,000
                                                              
                                                              
                                                              
                                                              2,800
                                                              
                                                              
                                                              
                                                              (2,400
                                                              )
                                                              
                                                              
                                                              (46,206
                                                              )
                                                              
                                                              
                                                              (45,806
                                                              )Net
      loss for the
      Year
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (13,398
                                                              )
                                                              
                                                              
                                                              (13,398
                                                              )Balance
      - December 31, 2004
                                                              
                                                              
                                                              28,000,000
                                                              
                                                              
                                                              
                                                              2,800
                                                              
                                                              
                                                              
                                                              (2,400
                                                              )
                                                              
                                                              
                                                              (59,604
                                                              )
                                                              
                                                              
                                                              (59,204
                                                              )February
      14, 2005 - sharesissued
      for cash at $0.10 per share
                                                              
                                                              
                                                              12,114,900
                                                              
                                                              
                                                              
                                                              1,211
                                                              
                                                              
                                                              
                                                              171,859
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              173,070Net
      loss for the
      Year
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (18,609
                                                              )
                                                              
                                                              
                                                              (18,609
                                                              )Balance
      - December 31, 2005
                                                              
                                                              
                                                              40,114,900
                                                              
                                                              
                                                              
                                                              4,011
                                                              
                                                              
                                                              
                                                              169,459
                                                              
                                                              
                                                              
                                                              (78,213
                                                              )
                                                              
                                                              
                                                              95,257Net
      loss for the
      Year
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (16,167
                                                              )
                                                              
                                                              
                                                              (16,167
                                                              )Balance
      - December 31, 2006
                                                              
                                                              
                                                              40,114,900
                                                              
                                                              
                                                              
                                                              4,011
                                                              
                                                              
                                                              
                                                              169,459
                                                              
                                                              
                                                              
                                                              (94,380
                                                              )
                                                              
                                                              
                                                              79,090Net
      loss for the
      Year
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (56,129
                                                              )
                                                              
                                                              
                                                              (56,129
                                                              )Balance
      - December 31, 2007
                                                              
                                                              
                                                              40,114,900
                                                              
                                                              
                                                              
                                                              4,011
                                                              
                                                              
                                                              
                                                              169,459
                                                              
                                                              
                                                              
                                                              (150,509
                                                              )
                                                              
                                                              
                                                              22,961Non-cash
      compensation
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              52,959
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              52,959Net
      loss for the
      Year
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (697,924
                                                              )
                                                              
                                                              
                                                              (697,924
                                                              )Balance
      - December 31, 2008
                                                              
                                                              
                                                              40,114,900
                                                              
                                                              
                                                              
                                                              4,011
                                                              
                                                              
                                                              
                                                              222,418
                                                              
                                                              
                                                              
                                                              (848,433
                                                              )
                                                              
                                                              
                                                              (622,004
                                                              )Non-cash
      compensation
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              50,582
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              50,582Net
      loss for the
      period
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              
                                                              (513,229
                                                              )
                                                              
                                                              
                                                              (513,229
                                                              )Balance
      - March 31, 2009
                                                              
                                                              
                                                              40,114,900
                                                              
                                                              
                                                              
                                                              4,011
                                                              
                                                              
                                                              
                                                              273,000
                                                              
                                                              
                                                              
                                                              (1,361,662
                                                              )
                                                              
                                                              
                                                              (1,084,651
                                                              )
 
 See Notes
to Financial Statements
  7
  Prime Sun Power Inc.
 (A
development stage company)
 (Unaudited)
Statement of Cash Flow
  Accumulated fromFor the Three Months ended
                                    
                                    
                                    December 18,2002March 31,
                                    
                                    
                                    (Date of Inception)2009
                                    
                                    
                                    2008
                                    
                                    
                                    to March, 31 2009Operating
      ActivitesNet
      loss
                                    
                                    $
                                    (513,229
                                    )
                                    
                                    $
                                    (76,305
                                    )
                                    
                                    $
                                    (1,361,662
                                    )Adjustments
      to reconcile net loss to net cash used in operations:Non-cash
      compensation
                                    
                                    
                                    50,582
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    103,541Interest
      accrued to related party
                                    
                                    
                                    5,517
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    16,739Gain
      in debt settlement
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    14,176Loss
      on sale of equipment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    909Change
      in operating assests and liabilitiesAccounts
      payable and accrued liabilities
                                    
                                    
                                    346,559
                                    
                                    
                                    
                                    34,202
                                    
                                    
                                    
                                    665,637Accrued
      Management Services - related party
                                    
                                    
                                    104,167
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    104,167Net
      Cash Used in Operating Activities
                                    
                                    
                                    (6,404
                                    )
                                    
                                    
                                    (42,103
                                    )
                                    
                                    
                                    (456,493
                                    )Investing
      ActivitiesPurchase
      of equipment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (3,416
                                    )Proceeds
      from sale of equipment
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,507Net
      Cash Used in Investing Activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (909
                                    )Financing
      ActivitiesProceeds
      of Loans from Shareholder
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (29,138
                                    )
                                    
                                    
                                    298,333Gain
      in debt settlement
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (14,176
                                    )Common
      stock issued
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -
                                    
                                    
                                    
                                    173,470Net
      Cash Provided by (Used in) Financing
    Activities
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (29,138
                                    )
                                    
                                    
                                    457,627Increase
      (Decrease) in Cash
                                    
                                    
                                    (6,404
                                    )
                                    
                                    
                                    (71,241
                                    )
                                    
                                    
                                    225Cash
      - Beginning of Period
                                    
                                    
                                    6,629
                                    
                                    
                                    
                                    71,241
                                    
                                    
                                    
                                    -Cash
      - End of Period
                                    
                                    $
                                    225
                                    
                                    
                                    $
                                    0
                                    
                                    
                                    $
                                    225
  See Notes
to Financial Statements
  8





PRIME
SUN POWER INC.


(A
Development Stage Company)





NOTES TO
FINANCIAL STATEMENTS





MARCH 31,
2009





1.
            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 month
period ended March 31, 2009 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2009.





The
balance sheet at December 31, 2008 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, 2008.





2.
            BUSINESS
      DESCRIPTION





Organization
and Business Description





Prime Sun
Power Inc. (the “Company”) was incorporated in the State of Nevada on December
18, 2002 and is a development stage company as defined by Statement of Financial
Accounting Standards No. 7, “Development Stage Companies”. On January 10, 2008,
a change of control of the Company occurred and Rudana Investment Group AG,
(“Rudana”) a corporation formed under the laws of Switzerland, became the new
majority shareholder of the Company (“Rudana”), controlling approximately 70% of
the issued and outstanding shares of the Company’s common stock. On April 1,
2008, we changed our name from ATM Financial Corp. to Prime Sun Power Inc. The
Company plans to pursue a business model producing solar generated electrical
power and other alternative renewable energies.





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 shown in the accompanying
financial statements, the Company has incurred a net loss of $1,361,662 for the
period from inception (December 18, 2002) to March 31, 2009, and has not
generated any revenue. These factors, among others, raise substantial doubt as
to the Company’s ability to continue as a going concern and to emerge from the
development stage is dependent upon, among other things, its successful
execution of its plan of operations and ability to raise additional financing or
capital. There is no guarantee that the Company will be able to raise additional
financing capital or sell any of services or products 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.


9





3.
            SIGNIFICANT
      ACCOUNTING POLICIES





Use
of estimates





The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles 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. The
actual results experienced by the Company may differ materially from the
Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be affected
and the effect could be material.





Financial
instruments





The
Company’s financial instruments consist of cash and cash equivalents, accounts
payable and accrued liabilities.





The fair
value of these financial instruments approximates their carrying
values.





Cash
and Cash equivalents





The
Company considers all highly liquid instruments with a maturity of three months
or less at the time of issuance to be cash equivalents.





The
Company maintains cash balances at various financial institutions. Accounts at
each institution are insured by the Federal Deposit Insurance Corporation up to
$250,000. The Company’s accounts at these institutions may, at times, exceed the
Federally insured limits. The Company has not experienced any losses in such
accounts.





Comprehensive
loss





The
Company has adopted Statement of Financial Accounting Standards No. 130 (SFAS
130) “ Reporting Comprehensive
Income/(Loss ),” which establishes standards for the reporting and
display of comprehensive income or loss and its components and accumulated
balances. Comprehensive loss comprises equity, except those resulting from
investments by owners and distributions to owners.





Income
taxes





The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109) which requires that deferred tax assets
and liabilities be recognized for future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. In addition, SFAS 109 requires
recognition of future tax benefits, such as carry forwards, to the extent that
realization of such benefits is more likely than not and that a valuation
allowance be provided when it is more likely than not that some portion of the
deferred tax asset will not be realized.





Impairment
of long-lived assets





The
Company reviews its long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets may not be
fully recoverable. To determine if impairment exists, the Company compares the
estimated future undiscounted cash flows from the related long-lived assets to
the net carrying amount of such assets. Once it has been determined that
impairment exists, the carrying value of the asset is adjusted to the fair
value. Factors considered in the determination of the fair value include current
operating results, trends and the present value of estimated expected future
cash flows.


10





Stock
based compensation





The
Company has adopted Statement of Financial Accounting Standards No. 123R, which
requires the Company to expense stock options based on grant date fair value in
its financial statements. Further, the adoption of SFAS 123R requires additional
accounting relating to the income tax effects and additional disclosures
regarding the cash flow effects resulting from share-based payment arrangements.
The adoption of SFAS 123R has no effect on the Company’s cash flows, but is
expected to have a material impact on its results of operations.





Loss
per share





Loss per
share is computed using the weighted average number of shares outstanding during
the period. The Company has adopted SFAS No. 128 “Earnings Per Share”. Diluted
loss per share is equivalent to basic loss per share.





Recent
Accounting Pronouncements





In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, a replacement
of FASB Statement No. 141 (SFAS No. 141(R)), which significantly changes
the principles and requirements for how the acquirer of a business recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed and any non-controlling interest in the acquiree. The
statement also provides guidance for recognizing and measuring the goodwill
acquired in the business combination and determines what information to disclose
to enable users of the financial statements to evaluate the nature and financial
effects of the business combination. This statement is effective prospectively,
except for certain retrospective adjustments to deferred tax balances, on
January 1, 2009. The Company will assess the impact of this statement upon any
future business combinations.





In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No.
160). This statement established accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. The accounting and reporting for minority interests will be
re-characterized as non-controlling interests and classified as a component of
equity separate from the parent’s equity. In addition, SFAS No. 160 establishes
reporting requirements that provide sufficient disclosures that clearly identify
and distinguish between the interests of the parent and the interests of the
non-controlling owners. This statement is effective prospectively, except for
certain retrospective disclosure requirements, on January 1, 2009. The adopted
SFAS No. 160 did not have a material impact on the Company’s financial
statement.





In March
2008 the FASB issued FAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No.
133”. FAS No. 161 changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide disclosures
about (a) how and why derivative instruments are used, (b) how derivative
instruments and related hedged items are accounted for under FSS No. 133, “
Accounting for Derivative
Instruments and Hedging Activities , and its related interpretations, and
(c) how derivative instruments and related hedged items affect the entity’s
financial position, financial performance and cash flows. FAS No. 161 is
effective January 1, 2009. The Company is currently evaluating the impact of
adopting this statement.


11





4.
            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. The statement of Stockholders’ Equity and per share amounts have
been retroactively adjusted to reflect the historical impact of the stock
dividend.





On
January 7, 2009 the company granted an option to purchase fifty thousand
(50,000) shares of the Company’s common stock to the Chief Operating Officer,
Mr. Frank Juergens. These options were granted at an exercise price of $0.40 per
share which was equal to the closing price of the Company’s common stock as
quoted on the Nasdaq Over-the-Counter Bulletin Board on the day immediately
preceding the date of grant.





The
Company accounted for this grant under the fair value method of accounting using
a Black Scholes valuation model to measure stock option expense at the date of
grant. The fair value of the stock option is amortized to expense over the
vesting period of one year. Using the Black Scholes options pricing model, the
options were valued at $0.28 per share for a total of $14,398, of which $2,919
was expensed as of March 31, 2009.





The fair
value was estimated based on the following assumptions:





Risk-free
      rate
                
                
                1.875
                %Expected
      volatility
                
                
                75
                %Expected
      life
                
                5
      YearDividend
      yield
                
                
                -





5.
            RELATED
      PARTY TRANSACTIONS





At March
31, 2009, Rudana, the Company’s majority shareholder, had loaned the Company a
total of $298,333. The funds were used by the company for general corporate use.
 These loans bear interest at 7.5% per annum and are due thirty (30) days
after demand.





The
Company accrued interest of $16,739 as of March 31, 2009 which is included in
accounts payable and accrued liabilities on the accompanying balance sheet.
Interest expense to Rudana was $5517 for the three months ended March 31,
2009.





6.
            EMPLOYMENT
      AGREEMENT





Effective
as of January 7, 2009, the Company entered into an Employment Agreement with
Frank Juergens regarding his service as Chief Operating Office of the
Company.





Under the
Employment Agreement, Mr. Juergens has agreed to serve as Chief Operating
Officer for a two year period.  In consideration for services rendered
to the Company, Mr. Juergens shall be paid a base salary of 130,000 Swiss Francs
per year.  In addition, Mr. Juergens was granted options to purchase
50,000 shares of common stock of the Company.  The Employment
Agreement contains provisions regarding protection of Company trade secrets,
non-solicitation of Company employees or customers and non-competition with the
Company during the term of the Agreement.


12







7.
            SUBSEQUENT
      EVENT





Transfer
Agreements





On April
15, 2009, Prime Sun Power Inc. (the “Company”) entered into four agreements to
obtain licenses and land lease call option rights for the development of certain
photovoltaic power plant projects in Italy.  These agreements included two
Transfer Agreements: one for a project located in San Paolo, Italy (referred to
herein as “Project San Paolo”) and one for a project located in Foggia/Apricena,
Italy (referred to herein as “Project Puglia” and together with Project San
Paolo, the “Projects”).  Both of the Projects will be located in the Puglia
region of Italy.





Pursuant
to the Transfer Agreements for the Projects, the Company will acquire option
contracts from another party (referred to herein as the “Transferor”), as
acquired from various landlords, and which, subject to the receipt of the
necessary government permits, will allow the Company to acquire or lease certain
land at specified prices for the purpose of constructing and installing
photovoltaic plants.  The Transferor will assist the Company in obtaining
certain key licenses.  The Company will pay the Transferor certain
transaction fees upon the performance of certain conditions by the
Transferor.





The
Projects may collectively cover a total installed capacity of up to 83 MW
(megawatts).  The acquisition of the licenses and the land lease call
option rights are an important step for the Company in its goals to develop and
manage photovoltaic plant projects in Italy.  The Company is in discussion
with the municipality of San Paolo for the development of further photovoltaic
plants.





Advisory
Agreements





In
addition, the Company has entered into two Advisory Agreements, one for each of
Project San Paolo and Project Puglia.  Pursuant to these agreements, a
local advisor will assist the Company in the development of each of the
Projects.  The Company will pay the advisor certain success fees related to
the aggregate building and installing costs of the PV Plants upon the
achievement of certain milestones.


13





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.  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.





The
Company address is 100 Wall Street, 21 st Floor,
New York, NY 10005.  The Company’s telephone number is
866-523-5551.





Plan
of Operation





As of the
date hereof, the Company has not yet commenced its operations.  The Company
is in the advanced stage of business development. We have formulated our general
business plan of operating as a utility producing electrical power by means of
renewable and clean energy sources, such as wind, Photovoltaic (PV) Solar and
nuclear power plants.  We intend to develop, install and operate power
plants. We anticipate starting our first operational activity in Italy by end of
2009.





Subsequent
to the period covered by this Report, the Company obtained substantial elements
of the necessary governmental authorizations for the installation of PV Solar
power plants in the regions of San Paolo and Foggia, in the province Puglia,
Italy.  In addition, the Company has, subsequent to the period covered by
this Report, entered into agreements pursuant to which land lease call option
rights will be transferred to the Company.  The Company will endeavor to
secure the remaining governmental authorizations for these projects in the third
quarter of 2009.  We are currently in discussions regarding the financing
of these projects, the assignment of an Engineering, Procurement and
Construction (EPC) contractor, and the sourcing of solar modules.  In
addition, we are presently engaged in discussions with the appropriate
government officials in Italy for the necessary authorizations for a further 400
MWp of electrical production capacity.





For our
Italian operational activities we intend to establish an Italian
subsidiary.  We may allocate some portion of the capital of this subsidiary
to strategic investors to assist the Company’s growth and development.





Revenues





During
the quarter ended March 31, 2009, the Company had no revenues from
operations.





Results
of Operations





We have
not yet commenced operations.  As of March 31, 2009, our Company had no
operations, no revenues and substantially no assets.  The Company has
incurred a significant increase in expenses during this reporting period from
the last comparative period.  The Company’s total expenses were $513,229
for the three months ended March 31, 2009, as opposed to $76,305 for the three
months ended March 31, 2008.  The increased expenses are related to the
legal and due diligence fees regarding the four agreements to obtain licenses
and land lease call option rights for the development of certain photovoltaic
power plant projects in Italy.  During the last comparative period the
Company had minimal personnel requirements which have since been expanded to
include a Chief Technology Officer and a Chief Operating Officer.





The
Company’s professional fees for the three month period ended March 31, 2009 were
$295,435, as opposed to $60,724 for the three month period ended March 31,
2008.  Personnel costs were $123,476 for the period ended March 31, 2009,
as opposed to $12,997 for the three month period ended March 31, 2008. 
General and administrative expenses increased from $2,584 for the three month
period ended March 31, 2008 to $20,219 for the three month period ended March
31, 2009.


14





Liquidity
and capital resources





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
$1,361,662, including total expenses of $513,229 during the three months ended
March 31, 2009.





Our
consolidated cash balance at March 31, 2009 was $225.  As of March 31,
2009, our total current assets were $225 and our total liabilities were
$1,084,876.





During
the three months ended March 31, 2009 and through the date of this Report, our
primary source of capital has been loans from Rudana Investment Group AG, the
majority shareholder of our Company.  Our pre-operational activities 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 to commence
operations.





To date,
the Company has received loans in aggregate of $298,333 from Rudana (the
“Shareholder Loans”). The Company has used the proceeds from the Shareholder
Loans 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 Loans, the Company executed notes setting forth
the terms thereof.





On May
10, 2008, we entered into an agreement with Synergy Investments & Finance
Holding Limited (“Synergy”) formerly known as Arimathea Limited, to assist us to
raise capital.  In consideration for assisting us in the raising of equity
and debt capital, we have entered into a warrant agreement with Synergy which,
as amended, will have an exercise term of three years and will become
exercisable for the purchase of a number of our shares of common stock equal to
(i) 5% of the amount of capital raised by the Company made by Synergy, 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. The Synergy Warrant does not contain any
call provisions and there is no obligation on the part of Synergy to exercise
its warrant at any time. As a result of the contingent nature of the vesting of
the Synergy Warrant, no expense has been recognized.  We cannot guarantee
that Synergy will be successful in assisting us to raise capital for our
operations.  As of the date of this Report, no financing warrants under the
Amended Warrant have been issued to Synergy and no firm commitments have been
made by Synergy with respect to financing.





We will
need to raise additional capital to implement our new business plan and continue
operations for any length of time.  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.  Rudana Investment Group AG, the majority shareholder of
our Company, has loaned the Company funds for operations in the past, and has
indicated that it will continue to loan funds as their financial circumstances
may permit.  Rudana, however, is under no obligation to make additional
loans in the future.





The
Company will require no less than $2,000,000 in additional funding in order to
conduct proposed operations for the next year.  As of the end of the period
covered by this Report, the Company lacked funds to commence or continue
operations for any length of time.





Plant
and Equipment





We expect
to start investing in the installation of solar parks in Italy at the end of
2009. There will be significant investments required to start these development
projects in Italy. These investments will be financed through additional capital
as well as financing loans.





Employees




Effective
as of January 7, 2009, Frank Juergens was appointed as the Company’s Chief
Operating Officer and Interim Chief Executive Officer. On the same date, Mathias
Kaiser was appointed as the Company’s Chief Financial Officer. Gerald Sullivan
resigned as the Company’s Chief Financial Officer and Interim Chief Executive
Officer effective as of January 7, 2009.




As of the
end of the period covered by this Report, the Company had five employees: Frank
Juergens, our Chief Operating Officer and Interim Chief Executive Officer,
Mathias Kaiser, our Chief Financial Officer, Barbara Salz, our Corporate
Secretary, Cesare Boffa, our Chief Technology Officer and Liz Thurrott, our
Administrator. We expect to hire a core project management team of three to four
experienced professionals who will supervise the photovoltaic park installation
and development towards the end of the year.  Mr. Juergens and Mr. Kaiser
each resigned as an officer of the Company as of June 19, 2009.





Research
and Development





We have
not yet determined our anticipated spending on research and development
activities for the year ending December 31, 2009. Research and development
efforts are expected to be overseen by our Chief Technology Officer, Cesare
Boffa.


15





Subsequent
Events





On April
15, 2009, Prime Sun Power Inc. (the “Company”) entered into four agreements to
obtain licenses and land lease call option rights for the development of certain
photovoltaic power plant projects in Italy.  These agreements included two
Transfer Agreements: one for a project located in San Paolo, Italy (referred to
herein as “Project San Paolo”) and one for a project located in Foggia/Apricena,
Italy (referred to herein as “Project Puglia” and together with Project San
Paolo, the “Projects”).  Both of the Projects will be located in the Puglia
region of Italy.





Pursuant
to the Transfer Agreements for the Projects, the Company will acquire option
contracts from another party (referred to herein as the “Transferor”), as
acquired from various landlords, and which, subject to the receipt of the
necessary government permits, will allow the Company to acquire or lease certain
land at specified prices for the purpose of constructing and installing
photovoltaic plants.  The Transferor will assist the Company in obtaining
certain key licenses.  The Company will pay the Transferor certain
transaction fees upon the performance of certain conditions by the
Transferor.





The
Projects may collectively cover a total installed capacity of up to 83 MW
(megawatts).  The acquisition of the licenses and the land lease call
option rights are an important step for the Company in its goals to develop and
manage photovoltaic plant projects in Italy.  The Company is in discussion
with the municipality of San Paolo for the development of further photovoltaic
plants.





In
addition, the Company has entered into two Advisory Agreements, one for each of
Project San Paolo and Project Puglia.  Pursuant to these agreements, a
local advisor will assist the Company in the development of each of the
Projects.  The Company will pay the advisor certain success fees related to
the aggregate building and installing costs of the PV Plants upon the
achievement of certain milestones.





Termination
of Project San Paolo and Project Puglia





Subsequent
to the period covered by this Report, Project San Paolo and Project Puglia have
been terminated, as the Company was unable to obtain the necessary licenses
to proceed with the Projects. All of
the applicable agreements have terminated in accordance with their
terms.




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.


16




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 March 31, 2009, 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 March 31, 2009 that has materially affected or is
reasonably likely to materially affect the Company’s internal control over
financial reporting.


17





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
      1A.
            RISK
      FACTORS




N/A





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.


18





ITEM
      6.
            EXHIBITS





Exhibit
            Description





Exhibit
      10.8
            Employment
      Agreement, by and between the Company and Frank Juergens, dated as of
      January 13, 2009, incorporated by reference to Exhibit 10.8 to the
      Company’s Quarterly Report on Form 10-Q, filed with the Securities and
      Exchange Commission on May 20,
2009.





Exhibit
      10.9
            Director’s
      Agreement, by and between the Company and Olivier de Vergnies, dated as of
      January 16, 2009, incorporated by reference to Exhibit 10.9 to the
      Company’s Quarterly Report on Form 10-Q, filed with the Securities and
      Exchange Commission on May 20,
2009.





Exhibit
      10.10
            Director’s
      Agreement, by and between the Company and Bruno Colle, dated as of March
      18, 2009, incorporated by reference to Exhibit 10.10 to the Company’s
      Quarterly Report on Form 10-Q, filed with the Securities and
      Exchange Commission on May 20,
2009.





Exhibit
      10.11
            Director’s
      Agreement, by and between the Company and Roberto Gerbo, dated as of March
      24, 2009, incorporated by reference to Exhibit 10.11 to the Company’s
      Quarterly Report on Form 10-Q, filed with the Securities and Exchange
      Commission on May 20, 2009.





Exhibit
      10.16
            Project
      San Paolo Transfer Agreement, by and between the Company and Alternative
      Solutions World S.r.l, dated as of April 7,
  2009.*





Exhibit
      10.17
            Project
      San Paolo Advisory Agreement, by and between the Company and Marcus
      Hewland LLC, dated as of April 7,
2009.*





Exhibit
      10.18
            Project
      Puglia Transfer Agreement, by and between the Company and Alternative
      Solutions World S.r.l, dated as of April 7,
  2009.*





Exhibit
      10.19
            Project
      Puglia Advisory Agreement, by and between the Company and Marcus Hewland
      LLC, dated as of April 7, 2009.*





Exhibit
      31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of
2002.





Exhibit
      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.




*
Portions of those exhibits marked with an asterisk have been omitted and filed
separately with the Commission pursuant to a request for confidential
treatment.




19





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/
      Olivier de VergniesName:
              Olivier
      de VergniesTitle:
              Acting
      Chief Executive Officer
                Acting
      Principal Financial Officer and
                Acting
      Principal Accounting Officer





Dated:   April
8, 2010


20