UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended 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 x No  ̈





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





Large
      Accelerated Filer
               ̈
              Accelerated
      Filer
               ̈Non-Accelerated
      Filer
               ̈
              Smaller
      reporting company
              x




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


Yes x No  ̈





As of May
19, 2009, the Issuer had 40,114,900 shares of its Common Stock
outstanding.





TABLE
OF CONTENTS





PART
      I: FINANCIAL
      INFORMATIONItem
      1: Financial Statements
                
                4Item
      2: Management’s Discussion and Analysis of Financial Condition and Results
      of Operation
                
                13Item
      3: Quantitative and Qualitative Disclosures about Market
    Risk
                
                16Item
      4T: Controls and Procedures
                
                16PART
      II: OTHER INFORMATIONItem
      1: Legal Proceedings
                
                17Item
      2: Unregistered Sales of Equity Securities and Use of
    Proceeds
                
                17Item
      3: Defaults Upon Senior Securities
                
                17Item
      4: Submission of Matters to a Vote of Security Holders
                
                17Item
      5: Other Information
                
                17Item
      6: Exhibits
                
                18SIGNATURES
                
                19


2


SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS




This
Report on Form 10-Q (this “Report”) includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements include statements concerning our plans,
objectives, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs and other information that is not
historical information and, in particular, appear in the section entitled
“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.
(formerly known as ATM Financial Corp.).


3


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
                    
                    $
                    786,543
                    
                    
                    $
                    330,300Loan
      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
 4
  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
                                  
                                  
                                  295,435
                                  
                                  
                                  
                                  60,724
                                  
                                  
                                  
                                  626,877Personnel
      Costs
                                  
                                  
                                  123,476
                                  
                                  
                                  
                                  12,997
                                  
                                  
                                  
                                  320,348General
      & Administrative
                                  
                                  
                                  20,219
                                  
                                  
                                  
                                  2,584
                                  
                                  
                                  
                                  142,667Interest
      expense
                                  
                                  
                                  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
                                  
                                  
                                  
                                  40,114,900
 
 Share
data has been adjusted to reflect the stock dividend effective February 4,
2008
  See
Notes to Financial Statements
 5
 
 Prime Sun
Power Inc.
 (A
development stage company)
 (Unaudited)
Statement of Stockholders' Equity
 
 For
      the Period from December 18, 2002 (Date of Inception) to March 31,
      2009
                                          
                                          
                                          
                                          
                                          
                                          DeficitAccumulatedDuring
      theCommon
      Stock
                                          
                                          
                                          Additional
                                          
                                          
                                          DevelopmentShares
                                          
                                          
                                          Par
                                          
                                          
                                          Paid-in
      Capital
                                          
                                          
                                          Stage
                                          
                                          
                                          Total#
                                          
                                          
                                          Value
      ($)
                                          
                                          
                                          ($)
                                          
                                          
                                          ($)
                                          
                                          
                                          ($)Balance
      - December 18, 2002(Date
      of Inception)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 - shares issued 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
  6
 
 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 cashused 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
                                              
                                              
                                              450,726
                                              
                                              
                                              
                                              34,202
                                              
                                              
                                              
                                              769,804-Net
      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
  7


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.
  8
  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.
  9
  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.
  10
  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.
  11
  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.
  12




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





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, 21st 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 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.


13


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.  We are discussing with alternative sources of financing,
through private placement of securities and loans from our
shareholders.





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
date of 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.





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.





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.


14


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.




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.


15




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.


16


PART II.
            OTHER
      INFORMATION





ITEM 1.
            LEGAL
      PROCEEDINGS




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




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




None.





ITEM 3:
            DEFAULTS UPON SENIOR
      SECURITIES





Not
Applicable.




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




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




ITEM 5:
            OTHER
      INFORMATION





Not
Applicable.


17


ITEM 6.
            EXHIBITS





Exhibit
            Description





10.8
            Employment
      Agreement, by and between the Company and Frank Juergens, dated as of
      January 13, 2009.





10.9
            Director’s
      Agreement, by and between the Company and Olivier de Vergnies, dated as of
      January 16, 2009.





10.10
            Director’s
      Agreement, by and between the Company and Bruno Colle, dated as of March
      18, 2009.





10.11
            Director’s
      Agreement, by and between the Company and Roberto Gerbo, dated as of March
      24, 2009.





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





31.2
            Certification
      of Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002.





32.1
            Certification
      of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.





32.2
              Certification
      of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
      adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.


18


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/
      Frank JuergensName:
                  Frank
      JuergensTitle:
                  Interim
      Chief Executive OfficerBy:
                  /s/
      Mathias KaiserName:
                  Mathias
      KaiserTitle:
                  Principal
      Financial Officer andPrincipal
      Accounting
Officer





Dated:
            May
      20, 2009


19