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, 2010





 ̈
              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
21, 2010, the Issuer had 40,114,900 shares of its Common Stock
outstanding.





Explanatory Note: This
amendment to the Company’s Quarterly Report on Form 10-Q for the period ended
March 31, 2010 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 quarter ended March 31, 2010 except as otherwise
indicated.





TABLE
OF CONTENTS





PART
      I: FINANCIAL INFORMATION
                
                4Item
      1: Financial Statements
                
                4Item
      2: Management’s Discussion and Analysis of Financial Condition and Results
      of Operation
                
                11Item
      3: Quantitative and Qualitative Disclosures about Market
    Risk
                
                17Item
      4: Controls and Procedures
                
                17PART
      II: OTHER INFORMATION
                
                18Item
      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: Reserved
                
                18Item
      5: Other Information
                
                18Item
      6: Exhibits
                
                19SIGNATURES
                
                20




2


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.).


3


PART IFINANCIAL
INFORMATION


Prime Sun Power
Inc.
 (A
development stage company)
 Balance
Sheets
 (Unaudited)
 
 March, 31
                          
                          
                          December 31,2010
                          
                          
                          2009ASSETSCurrent
      AssetsCash
                          
                          $
                          10,983
                          
                          
                          $
                          14,051Total
      Current Assets and Total Assets
                          
                          $
                          10,983
                          
                          
                          $
                          14,051LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                          
                          $
                          1,024,033
                          
                          
                          $
                          994,573Advanced
      deposit
                          
                          
                          242,921
                          
                          
                          
                          -Note
      payable - finance company
                          
                          
                          660,073
                          
                          
                          
                          414,626Accrued
      management services - related party
                          
                          
                          520,833
                          
                          
                          
                          416,667Accrued
      interest - related party
                          
                          
                          66,528
                          
                          
                          
                          57,550Accrued
      interest - bank note
                          
                          
                          9,312
                          
                          
                          
                          -Loan
      from shareholder
                          
                          
                          193,574
                          
                          
                          
                          591,001Total
      Current Liabilities and Total Liabilities
                          
                          
                          2,717,274
                          
                          
                          
                          2,474,417Stockholders'
      Deficiency:Common
      Stock, par value $.0001 per share100,000,000
      shares authorized,40,114,900
      shares issues and outstanding at
                          
                          
                          4,011
                          
                          
                          
                          4,011March
      31, 2010 and December 31, 2009Additional
      paid in capital
                          
                          
                          377,157
                          
                          
                          
                          376,526Deficit
      accumulated during development stage
                          
                          
                          (3,087,459
                          )
                          
                          
                          (2,840,903
                          )Total
      Stockholders' Deficiency
                          
                          
                          (2,706,291
                          )
                          
                          
                          (2,460,366
                          )Total
      Liabilities and Stockholders' Deficiency
                          
                          $
                          10,983
                          
                          
                          $
                          14,051
 
 See
Notes to Financial Statements
  4
 
 Prime Sun Power
Inc.
 (A
development stage company)
 (Unaudited)
Statement of Operations
 
 Three
                                      
                                      
                                      Accumulated fromMonths Ended
                                      
                                      
                                      December 18, 2002March 31,
                                      
                                      
                                      (Date of Inception)to March 31,2010
                                      
                                      
                                      2009
                                      
                                      
                                      2010Revenue
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -EXPENSES
      (INCOME)Consulting
      and director fees
                                      
                                      
                                      34,627
                                      
                                      
                                      
                                      18,000
                                      
                                      
                                      
                                      280,426Professional
      fees
                                      
                                      
                                      50,000
                                      
                                      
                                      
                                      191,268
                                      
                                      
                                      
                                      767,821Management
      services - related party
                                      
                                      
                                      104,167
                                      
                                      
                                      
                                      104,167
                                      
                                      
                                      
                                      520,833Personnel
      costs
                                      
                                      
                                      19,843
                                      
                                      
                                      
                                      123,476
                                      
                                      
                                      
                                      607,053General
      & administrative
                                      
                                      
                                      18,998
                                      
                                      
                                      
                                      20,219
                                      
                                      
                                      
                                      211,958Land
      licensing and development fees
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      428,980Interest
      expense
                                      
                                      
                                      18,290
                                      
                                      
                                      
                                      5,517
                                      
                                      
                                      
                                      76,866Gain
      on debt settlement
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (14,176
                                      )Non-cash
      compensation
                                      
                                      
                                      631
                                      
                                      
                                      
                                      50,582
                                      
                                      
                                      
                                      207,698Total
      Expenses (Income)
                                      
                                      
                                      246,556
                                      
                                      
                                      
                                      513,229
                                      
                                      
                                      
                                      3,087,459Net
      Loss
                                      
                                      $
                                      (246,556
                                      )
                                      
                                      $
                                      (513,229
                                      )
                                      
                                      $
                                      (3,087,459
                                      )Basic
      and Diluted Loss Per Share
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      (0.01
                                      )Weighted
      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)
 Statement
of Stockholders' Deficiency
 For the
Period from December 18, 2002 (Date of Inception) to March 31, 2010
 (Unaudited)
 
 DeficitAccumulatedDuring theCommonStock
                                    
                                    
                                    Additional
                                    
                                    
                                    DevelopmentShares
                                    
                                    
                                    Par
                                    
                                    
                                    Paid-in Capital
                                    
                                    
                                    Stage
                                    
                                    
                                    TotalBalance - December 18, 2002
                                    
                                    
                                    #
                                    
                                    
                                    Value ($)
                                    
                                    
                                    ($)
                                    
                                    
                                    ($)
                                    
                                    
                                    ($)(Unaudited)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
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    154,108
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    154,108Net
      loss for the year
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (1,992,470
                                    )
                                    
                                    
                                    (1,992,470
                                    )Balance
      - December 31, 2009
                                    
                                    
                                    40,114,900
                                    
                                    
                                    
                                    4,011
                                    
                                    
                                    
                                    376,526
                                    
                                    
                                    
                                    (2,840,903
                                    )
                                    
                                    
                                    (2,460,366
                                    )Non-cash
      compensation
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    631
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    631Net
      loss for the period
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    
                                    (246,556
                                    )
                                    
                                    
                                    (246,556
                                    )Balance
      - March 31, 2010
                                    
                                    
                                    40,114,900
                                    
                                    
                                    $
                                    4,011
                                    
                                    
                                    $
                                    377,157
                                    
                                    
                                    $
                                    (3,087,459
                                    )
                                    
                                    $
                                    (2,706,291
                                    )
 
 See Notes
to Financial Statements
  6
  Prime Sun Power
Inc.
 (A
development stage company)
 Statement
of Cash Flow
 (Unaudited)
 
 Accumulated fromFor the Three Months Ended
                                      
                                      
                                      December 18, 2002March 31,
                                      
                                      
                                      (Date of Inception)2010
                                      
                                      
                                      2009
                                      
                                      
                                      to March 31, 2010Operating
      ActivitiesNet
      loss
                                      
                                      $
                                      (246,556
                                      )
                                      
                                      $
                                      (513,229
                                      )
                                      
                                      $
                                      (3,087,459
                                      )Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operations:Non-cash
      compensation
                                      
                                      
                                      631
                                      
                                      
                                      
                                      50,582
                                      
                                      
                                      
                                      207,698Interest
      accrued to related party
                                      
                                      
                                      8,978
                                      
                                      
                                      
                                      5,517
                                      
                                      
                                      
                                      66,528Interest
      accrued on bank note
                                      
                                      
                                      9,312
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      9,312Gain
      in debt settlement
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      14,176Accrued
      management services - related party
                                      
                                      
                                      104,167
                                      
                                      
                                      
                                      104,167
                                      
                                      
                                      
                                      520,833Land
      licensing and development fees
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      428,980Change
      in operating assets and liabilities
                                      
                                      
                                      
                                      
                                      
                                      
                                      -Prepaid
      expense
                                      
                                      
                                      
                                      
                                      
                                      
                                      -Advanced
      deposits
                                      
                                      
                                      242,921
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      242,921Accounts
      payable and accrued liabilities
                                      
                                      
                                      29,460
                                      
                                      
                                      
                                      346,559
                                      
                                      
                                      
                                      1,024,033Net
      cash provided by (used) in operating activities
                                      
                                      
                                      148,913
                                      
                                      
                                      
                                      (6,404
                                      )
                                      
                                      
                                      (572,978
                                      )Investing
      ActivitiesLand
      licensing & development fees
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (428,980
                                      )Net
      cash used in investing activities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (428,980
                                      )Financing
      ActivitiesProceeds
      of loans from Shareholder
                                      
                                      
                                      (397,427
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      193,574Proceeds
      of bank loan
                                      
                                      
                                      245,446
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      660,073Gain
      in debt settlement
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (14,176
                                      )Common
      stock issued
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      173,470Net
      cash provided by (used in) financing activities
                                      
                                      
                                      (151,981
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,012,941Increase
      (decrease) in Cash
                                      
                                      
                                      (3,068
                                      )
                                      
                                      
                                      (6,404
                                      )
                                      
                                      
                                      10,983Cash
      - beginning of period
                                      
                                      
                                      14,051
                                      
                                      
                                      
                                      6,629
                                      
                                      
                                      
                                      -Cash
      - end of period
                                      
                                      $
                                      10,983
                                      
                                      
                                      $
                                      225
                                      
                                      
                                      $
                                      10,983
 
 See Notes
to Financial Statements
  7




PRIME
SUN POWER INC.


(A
Development Stage Company)





NOTES TO
FINANCIAL STATEMENTS





MARCH 31,
2010





1.           
BUSINESS DESCRIPTION





Organization
and Business Description





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, controlling
approximately 70% of the issued and outstanding shares of the Company’s common
stock. 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 $3,087,459 for the
period from inception (December 18, 2002) to March 31, 2010, has a working
capital deficiency of $2,706,291. The ability of the Company 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.





2.NOTE PAYABLE – FINANCE COMPANY





In
December 2009, the Company borrowed Euro 290,000 (approximately $415,000) from a
finance company, CRG Finance AG.  In March 2010 the Company borrowed
an additional Euro 180,000 (approximately $245,000) from CRG Finance AG and
executed a senior promissory note which bears interest at 7.5% per annum and is
due on demand.  In addition, the Company conveyed 20% of the Net
Profit Rights, as defined, of the sale of the Italian subsidiary referred to
below.  CRG Finance AG is not affiliated with the Company other than
as a third party lender.





3.            DEVELOPMENT
FEES





Project
Acquisition by GPR Global Power Resources Ltd.





On March
2, 2010, the Company entered into a project acquisition agreement (the
“Acquisition Agreement”) with GPR Global Power Resources Ltd., a Company formed
in Switzerland (“GPR,” and together with the Company, the “Parties”). Pursuant
to the Acquisition Agreement, the Company has agreed to sell to GPR all of the
shares of a wholly-owned Italian subsidiary of the Company called PSP Italia
S.r.l. This subsidiary will develop a turnkey alternative energy power plant,
utilizing solar power. The purchase price for the shares of PSP Italia S.r.l.
shall be a minimum of 4.05 million Euros per mega watt of power produced by the
solar power plant.





The
purchase price for this transaction shall be released by GPR to the Company
incrementally on the achievement of certain milestones, with respect to
connection of the solar power plant to the Italian National Grid as enumerated
in the Acquisition Agreement. Payment shall be due to the Company in five equal
tranches. GPR shall make each tranche of payments within ninety days of that
date when the Company shall accomplish its milestones under the Acquisition
Agreement, including such time as when the solar power plant connects five mega
watts of power to the regional electrical grid. GPR shall have the right to
withhold 10% of the purchase price due to the Company for up to six months as a
security for the fulfillment of the Company’s obligations.  The purchase
price that GPR shall be required to pay may be reduced by the amount of certain
cost savings that GPR may assist the Company in making or as a result of certain
taxes GPR may be required to pay, in each case as set forth in the Acquisition
Agreement.  Furthermore, the Parties have agreed that certain
specifications concerning this project to be included in the annexes to the
Acquisition Agreement have not yet been set, and will be mutually agreed upon by
the Parties in the immediate future.


8





The
Acquisition Agreement requires the Company to facilitate and arrange for
long-term debt financing of at least 80% of the purchase price to be paid by
GPR.  The terms of the Acquisition Agreement are subject to review and
approval by the relevant third party financing institution.  The
Acquisition Agreement requires GPR to finance the remainder of the purchase
price, and to deliver a Bank Standby Letter of Credit in an amount equal to 20%
of the first payment tranche that will be due.





The
Company shall be responsible for all construction costs for the solar power
plant, including costs for sub contractors.  At the present time, the
Company is in discussions with the EPC contractors and module suppliers to
obtain the final binding offers.  The Company intends to commence
construction of the solar power plant in June 2010.





Sale
of Project Rights





During
the first quarter 2010, the Company sold rights of ownership in a one-megawatt
photovoltaic power plant from the Company's photovoltaic projects planned for
development in Italy.  Under the terms for the transfer of such
ownership, the Company will establish a special purpose company in Italy under
which the holders of such rights will obtain ownership in the one-megawatt power
plant.  The Company has granted the right of ownership in the
one-megawatt power plant in consideration for an aggregate purchase price of
350,000 Euros (approximately $486,000), of which the Company has received
175,000 Euros (approximately $243,000) during the three months ended March 31,
2010.  The amount received is classified as an advanced deposit in the
accompanying balance sheet as of March 31, 2010.  The Company expects
the balance of such payments to be received during the second quarter
2010.  At the time of transfer of ownership of the one-megawatt power
plant to the special purpose company, no additional payment or consideration
will be due or payable.





4.        
   LAND LICENSING





Project
San Paolo and Project Puglia




On April
15, 2009, 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 were located in the Puglia region of
Italy.




Pursuant
to the Transfer Agreements for the Projects, the Company planned to acquire
option contracts from another party (referred to herein as the Transferor), as
acquired from various landlords. The Company intended to acquire or lease
certain land at specified prices for the purpose of constructing and installing
photovoltaic plants.  The Transferor was expected to assist the
Company to apply for certain key licenses.  The Company agreed to pay
the Transferor certain transaction fees upon the performance of certain
conditions by the Transferor.




Project
San Paolo and Project Puglia have terminated as the Company was unable
to obtain the necessary licenses to proceed with the Projects. All of the
applicable agreements pertaining to the Projects have terminated in accordance
with their terms.  Prior to the cancellation of the Projects, that
Company’s largest shareholder, Rudana Investment Group AG, advanced 150,000
Euros towards each of the two payments required under the Transfer Agreements
related to Project San Paolo and Project Puglia, for a total of 300,000 Euros
($428,980).   The advance of these payments on behalf of the
Company by Rudana Investment Group AG has been recorded as loan.  The
aggregate amounts of 300,000 Euros ($428,980) paid in respect of the Transfer
Agreement have been charged to expense during the year ended December 31,
2009.


9





The
Project San Paolo and Project Puglia which previously were deemed to have been
terminated as of the end of 2009 were provided with possibility of revival in
respect of proceedings by the Italian Constitutional Court.  On the
basis of the decision of the Constitutional Court the Company believes the
Projects can be revived if the Italian regional licensing and authorization
procedures are revised to comport with newly stated requirements constitutional
applicable Italian federal laws or if the applications for the Projects are
resubmitted under the long form procedures of Italian federal
law.  The period in which the Projects could possibly be revived is
uncertain as of the date of this Report.  The Company was not a party
to the federal or regional Italian Constitutional Court lawsuit.





5.            STOCKHOLDERS’
DEFICIENCY





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’ Deficiency and per share
amounts has been retroactively adjusted to reflect the historical impact of the
stock dividend.





6.            LEGAL
PROCEEDINGS





On
February 25, 2010, the Company received notification from Sunpower Corporation,
a Delaware corporation (“SunCorp”), demanding that Prime Sun Power, Inc. cease
and desist from using the words “Sun Power” in its name. SunCorp identified
several U.S. and International trademark registrations of its “Sunpower” mark.
The Company subsequently received a cease and desist letter from SunCorp legal
counsel on April 1, 2010 threatening litigation against the Company for
continued use of the words “Sun Power” in its name.  The Company has
determined that it will be economically more rational to change the Company’s
name rather than engage in protracted litigation with SunCorp.  The
Company plans to accomplish the name change during the course of the second and
third quarter of 2010.





7.           INCOME
TAXES





The
Company has available approximately $2,991,000 of net operating loss carry
forwards to offset future taxable income, if any.  The carry forwards
expire as follows:





2022
                    
                    $
                    22,0002023
                    
                    $
                    24,0002024
                    
                    $
                    13,0002025
                    
                    $
                    19,0002026
                    
                    $
                    16,0002027
                    
                    $
                    56,0002028
                    
                    $
                    695,0002029
      and after
                    
                    $
                    2,146,000





The
Company has a deferred tax asset of approximately $1,047,000 relating to
available net operating loss carry forwards for which 100% valuation allowance
has been provided.


10





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





The
Company's Operations





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





We were
incorporated in the State of Nevada on December 18, 2002, as ATM Financial
Corp.  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





The
Company is a development stage business planning to develop and sell solar
photovoltaic power and other renewable energies.  Although our Company
has a new business purpose, we have not commenced any revenue generating
operations under the new business model. We anticipate that we will do business
mainly in Europe, and that our Company will operate photovoltaic energy
production parks in which solar electrical power is produced for sale to the
local electrical grid. We intend to enter into strategic alliances with other
companies and organizations engaged in the manufacture and/or assembly of solar
modules.





The
Company presently faces a number of challenges, including raising capital,
indentifying commercially viable photovoltaic power plant locations, obtaining
rights and licenses for development, interacting with local governments,
indentifying and entering into agreements with appropriate subcontractors for
the development and operation of solar parks, and hiring and retaining qualified
staff.




The
continuing development of our plans are subject to many uncertainties that
present material risks to investors. Shareholders of the Company and prospective
investors are directed to the Risk Factors discussed in our most recent Annual
Report on Form 10-K as filed with the U.S. Securities & Exchange Commission
which is publicly available at www.sec.gov
..


11





Project Acquisition by GPR Global Power Resources
Ltd.





On March
2, 2010, the Company entered into a project acquisition agreement (the
“Acquisition Agreement”) with GPR Global Power Resources Ltd., a Company formed
in Switzerland (“GPR,” and together with the Company, the
“Parties”).  Pursuant to the Acquisition Agreement, the Company has
agreed to sell to GPR all of the shares of a wholly-owned Italian subsidiary of
the Company called PSP Italia S.r.l.  This subsidiary will develop a
turnkey alternative energy power plant, utilizing solar power.  The
purchase price for the shares of PSP Italia S.r.l. shall be a minimum of 4.05
million Euros per mega watt of power produced by the solar power
plant.  The Acquisition Agreement shall cover up to a total of twenty
five mega watts of power, for a total potential sales price of 101.25 million
Euros.





The
purchase price for this transaction shall be released by GPR to the Company
incrementally on the achievement of certain milestones, with respect to
connection of the solar power plant to the Italian National Grid as enumerated
in the Acquisition Agreement.  Payment shall be due to the Company in
five equal tranches.  GPR shall make each tranche of payments within
ninety days of that date when the Company shall accomplish its milestones under
the Acquisition Agreement, including such time as when the solar power plant
connects five mega watts of power to the regional electrical
grid.  GPR shall have the right to withhold 10% of the purchase price
due to the Company for up to six months as a security for the fulfillment of the
Company’s obligations.  The purchase price that GPR shall be required
to pay may be reduced by the amount of certain cost savings that GPR may assist
the Company in making or as a result of certain taxes GPR may be required to
pay, in each case as set forth in the Acquisition
Agreement.  Furthermore, the Parties have agreed that certain
specifications concerning this project to be included in the annexes to the
Acquisition Agreement have not yet been set, and will be mutually agreed upon by
the Parties in the immediate future.





The
Acquisition Agreement requires the Company to facilitate and arrange for
long-term debt financing of at least 80% of the purchase price to be paid by
GPR.  The terms of the Acquisition Agreement are subject to review and
approval by the relevant third party financing institution.  The
Acquisition Agreement requires GPR to finance the remainder of the purchase
price, and to deliver a Bank Standby Letter of Credit in an amount equal to 20%
of the first payment tranche that will be due.





The
Company shall be responsible for all construction costs for the solar power
plant, including costs for sub contractors.  At the present time, the
Company is in discussions with the EPC contractors and module suppliers to
obtain the final binding offers.  The Company intends to commence
construction of the solar power plant in June 2010.





Throughout
the construction process, the Company shall be required to provide GPR with
regular progress reports and rights to inspect the facility.  The
Company shall inform GPR without delay about all present and expected legal,
political and economic facts relating to PSP Italia S.r.l.  and/or the
solar power plant which may negatively affect the acquisition of PSP Italia
S.r.l., the future operation of the solar power plant, the expected core data or
key values of the solar power plant and/or the business expectations of
GPR.  In addition, the Company shall be required to maintain liability
insurance in the amount of 5 million Euros per liability event, and, at the
request of GPR, the Company shall be obliged to ensure that all losses and
damages caused by sub-contractors are sufficiently covered by the corresponding
insurance of the sub-contractors.





The
Company will represent that its subsidiary PSP Italia S.r.l. has good and
marketable title to all of its properties and assets, including the solar power
plant, free and clear of any liens.  The Company will also represent
that PSP Italia S.r.l. holds all licenses, consents, permits, approvals and
authorizations required for the operation of the solar power plant and its
connection to the electrical grid, and that PSP Italia S.r.l. will hold such
authorizations for a period of at least 20 years.  The Company will
also represent that PSP Italia S.r.l. holds all necessary guarantees and has no
obligations (other than related to the right to operate the solar power
plant).




The solar
power plant shall be required to meet certain standards for electrical
production capacity enumerated in the Acquisition Agreement.  The
Company shall be obliged to construct the solar power plant in accordance with
the specifications agreed to in the Acquisition Agreement and in conformity with
any applicable regulation of whatever nature.  The Company has
acknowledged and agreed that GPR shall be entitled to give binding instructions
and directives with regard to the construction of the solar power plant to the
extent that: (i) such instruction and directive does not lead to an increase of
the construction costs, unless the Parties have otherwise agreed; and (ii) it
does not negatively affect the achievement of connection to the electrical
grid.  The Company must advise GPR of any substantial deviations from
agreed specifications.


12





The
Company shall represent and warrant that the construction of the solar power
plant has been performed in accordance with all applicable laws and regulations
and in accordance with the generally accepted rules of building and
construction.  The Company shall furthermore represent and warrant
that the solar power plant has been completed in accordance with all licenses
and guarantees, and that the solar power plant, and all applicable licenses and
guarantees shall be validly transferred upon the connection of the solar power
plant to the electrical grid.  The Company shall avoid performance in
any manner that could lead to the revocation of any licenses, consents, permits,
approvals, authorizations or other reasons attributable to the
Company.  At the time of connection to the electrical grid, the solar
power plant shall have all necessary approvals and acceptance.





The
Company shall also represent and warrant that the structure of the solar power
plant shall remain in viable, suitable and useable condition for a time period
of at least 20 years from the date of connection to the electrical grid, and
that the solar power plant will produce electric power at the agreed capacity
for a time period of at least 20 years.  The Company shall be liable
for any defect and damage to the solar power plant or drop in power production.
The Company is also representing and warranting that spare parts for the solar
power plant will be available for a period of 20 years, and that all relevant
licenses relating to the solar power plant will be valid for a period of 20
years.  The Company intends to satisfy these liabilities,
representations and warranties by obtaining back-to-back representations and
warranties regarding the same matters from established and reputable
subcontractors who will engineer and construct the power plant.





The
Company shall indemnify and hold harmless GPR and its affiliates, as well as
their directors, officers and employees, from and against any and all losses
arising out of any breach by the Company of any representation, warranty,
agreement or covenant in the Acquisition Agreement, of which GPR gives notice to
the Company within 20 years after the closing of this transaction, except for
indemnifications related to taxes, which shall survive for 10 years after
closing.  GPR shall indemnify and hold harmless the Company and its
directors, officers and employees from and against any and all losses arising
out of any breach by GPR, which the Company gives GPR notice of within two years
of the closing.





The
Acquisition Agreement also contains standard representations regarding the
capital structure and ownership of PSP Italia S.r.l., its articles of
association, corporate organization, books and records, compliance with law,
qualification to do business, consents and approvals and lack of pending legal
proceedings.  Both Parties to the Acquisition Agreement have agreed
not to disclose confidential information.




Neither
Party may assign the Acquisition Agreement.  The Acquisition Agreement
is governed by Swiss Law, and the jurisdiction of any dispute shall be
Zurich.  Disputes shall be settled by arbitration in accordance with
the Swiss Rules of International Arbitration of the Swiss Chambers of
Commerce.




The
Acquisition Agreement was initiated and executed pursuant to the terms of a
frame Agreement for PV-Plant Acquisitions (the “Frame Agreement”) entered into
by the Parties on November 18, 2009.  Pursuant to the Frame Agreement,
the Parties established a general outline and framework under which the Company
would develop a series of solar power plants (“PV Plants”) in
Italy.  The Parties agreed in the Frame Agreement that the Company
would have a goal of developing 100 mega watts of power in 2010.  The
Parties agreed that as each project was finalized by the Company, the Company
would offer such solar power plant to GPR for purchase.  The purchase
price, as set forth in the Frame Agreement, would not exceed: (i) 4.1 million
Euros per mega watt for PV Plants grid connected in 2010 in the event that the
Company delivers long-term debt funding of 85% or more; or (ii) 4.05 million
Euros per mega watt for PV Plants grid connected in 2010 in the event that the
Company delivers long-term debt funding of 80% or more.  Under the
terms of the Frame Agreement, the parties determined that upon definitive
agreement regarding the terms and conditions for acquisition of the solar PV
Plants, the Parties would enter into a separate binding acquisition agreement
for each such PV Plant.  Under the Frame Agreement, the Parties agreed
that if they could not reach definitive agreement on all parameters relating to
the acquisition, the Company would be free to offer that particular PV Plant to
any third party investor.  The Parties agreed that GPR would undertake
to deliver at signing of the first specific acquisition agreement a rollover
Bank Standby Letter of Credit in the amount of 100% of the equity portion of the
purchase price for the first 5 mega watts, which shall be carried forward for
the next tranches of 5 mega watts each.  This letter of credit would be
subject to the condition of the prior occurrence of the (i) grid connection of
the solar power plant as defined in such acquisition agreement and the closing
of such acquisition agreement; and (ii) the provision of long-term debt
funding at a debt-equity ratio of 80:20 or at a higher debt rate and overall
terms acceptable to GPR.  The form of the Standby Letter of Credit
will be subject to the approval and acceptance of the bank providing the long
term debt.  The Parties agreed the acquisition agreements will be
subject to the delivery of long-term debt funding by the Company of at least 80%
under terms and conditions acceptable for GPR.  The Parties further
agreed that the Company would deliver specified due diligence
documentation.  The Frame Agreement is to remain in effect until
December 31, 2010.  Neither Party may assign the Frame
Agreement.  The Frame Agreement is governed by Swiss Law, and the
jurisdiction of any dispute is Zurich, Switzerland.  On March 2, 2010,
the Parties entered into the first of the acquisition agreement as contemplated
under the Frame Agreement for the sale to GPR of a 25 megawatt power plant, as
described above.


13





Financing
Agreement with CRG Finance AG





On March
2, 2010, the Company entered into a Financing Agreement (the “Financing
Agreement”) with CRG Finance AG (“CRG Finance”).  Pursuant to the
Financing Agreement, CRG Finance will loan the Company a total of 470,000
Euros.  In further consideration for the making of this loan, the
Company shall transfer 20% of the Company’s rights to its net profits to be made
in the sale of PSP Italia S.r.l. to GPR (the “Net Profit Rights”).





CRG
Finance has agreed that upon receipt of its Net Profit Rights, CRG Finance will
reinvest at least 50% of such Net Profit Rights into either new projects of the
Company or shares of the Company, at a purchase price to be mutually agreed
upon.  The Company has issued a senior promissory note to CRG Finance
in the amount of 470,000 Euros.  The principal of the note, along with
interest at an annual rate of seven and one half percent, is due within thirty
days of demand.





Project
San Paolo and Project Puglia





On April
15, 2009, 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”).  The Project San Paolo and Project Puglia which
previously were deemed to have been terminated as of the end of 2009 were
provided with possibility of revival in respect of proceedings by the
Italian Constitutional Court.  The Italian Constitutional Court
proceedings addressed the regional governmental procedures with respect to
authorization of photovoltaic (PV) plants through a simplified “start-of works”
declaration.  The Company had previously planned to acquire the two
Projects through the simplified regional procedures.  On March 26,
2010, the Italian Constitutional Court declared the simplified regional
procedures unconstitutional under Italian law.  On the basis of the
decision of the Constitutional Court the Company believes the Projects can be
revived if the Italian regional licensing and authorization procedures are
revised to comport with newly stated requirements constitutional applicable
Italian federal laws or if the applications for the Projects are resubmitted
under the long form procedures of Italian federal law.  The period in
which the Projects could possibly be revived is uncertain as of the date of this
Report.  The Company was not a party to the federal or regional
Italian Constitutional Court lawsuit.





Sale
of Project Rights





During
the first quarter 2010, the Company sold rights of ownership in a one-megawatt
photovoltaic power plant from the Company's photovoltaic projects planned for
development in Italy.  Under the terms for the transfer of such
ownership, the Company will establish a special purpose company in Italy under
which the holders of such rights will obtain ownership in the one-megawatt power
plant.  The Company has granted the right of ownership in the
one-megawatt power plant in consideration for an aggregate purchase price of
350,000 Euros (approximately $486,000), of which the Company has received
175,000 Euros (approximately $243,000) during the period covered by this
Report.  The Company expects the balance of such payments to be
received during the second quarter 2010.  At the time of transfer of
ownership of the one-megawatt power plant to the special purpose company, no
additional payment or consideration will be due or payable.


14





Revenues





During
the three month periods ended March 31, 2010 and March 31, 2009, the Company had
no revenues from operations.





Results
of Operations





The
Company has incurred a significant decrease in expenses during this reporting
period from the last comparative period.  Expenses for the three
months ended March 31, 2010 were $246,556, as compared to $513,229 for the three
months ended March 31, 2009.  The decreased expenses during the last
comparative period are related to the Company having minimal personnel
requirements.





The
Company’s professional fees for the three month period ended March 31, 2010 were
$50,000, as opposed to $191,268 for the three month period ended March 31,
2009.  Personnel costs were $19,843 for the period ended March 31,
2010, as opposed to $123,476 for the three month period ended March 31,
2009.  General and administrative expenses increased to $18,998 for
the three month period ended March 31, 2010 from $20,219 for the three month
period ended March 31, 2009.





From the
inception of the Company through March 31, 2010, the Company has accumulated
total expenses and total losses of $3,087,459. The Company’s expenses have
included $280,426 on consulting and director fees, $767,821 on professional
fees, $520,833 on management services, $607,053 on personnel costs, and $211,958
on general and administrative fees.





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 $3,087,459, including total expenses of $246,556 during the three months
ended March 31, 2010.





Our
consolidated cash balance at March 31, 2010 was $10,983.  As of March
31, 2010, our total assets were $10,983 and our total liabilities were
$2,717,274.  Cash declined from $14,051 as of December 31, 2009, total
assets decreased from $14,051 as of December 31, 2009 and total liabilities
decreased from $2,474,417 as of December 31, 2009.





During
the three months ended March 31, 2010 and through the date of this Report, our
primary source of capital has been continued use of proceeds from loans made to
the Company during the fourth quarter 2009 and first quarter 2010 from CRG
Finance AG in the amount of 470,000 Euros (US$660,073) and proceeds from the
sale of rights to a one-megawatt power plant in Italy during the first quarter
2010 in the amount of 179,630 Euros (US$242,921). 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 $193,574 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 intends to execute notes
setting forth the terms thereof.





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.


15





The
Company will require no less than $2,000,000 in additional funding in order to
conduct proposed operations for the next year.





Plant
and Equipment





We expect
to start investing in the installation of solar parks in Italy during 2010.
There will be significant investments required to start these development
projects in Italy. These investments are expected to be financed through
additional equity capital as well as financing loans.





Between
March 14, 2010 and March 25, 2010, the Company entered into a total of sixteen
Acquisition Agreements to acquire Turnkey Alternative Energy Plants producing a
total of 161.20 mega watts of power.  Fourteen of these Acquisition
Agreements were with Partner Capital Group Gmbh; the remaining two were with
GEO-Service KG/SAS.  The closing of each of these Acquisition
Agreements is contingent on the Company’s ability to secure financing, which the
Company is presently seeking.  The parties have agreed that the
Company will be provided with the necessary information to perform due diligence
on these plants prior to closing.





The
Company is presently in negotiations with Partner Capital Group Gmbh and
GEO-Service KG/SAS to revise the Acquisition Agreements so that the acquisition
of control of these Turnkey Alternative Energy Plants would be accomplished by
license and not by sale.





On March
29, 2010 the Company entered into a Frame Agreement (the “Hellenic Frame
Agreement”) with Hellenic Technologies Monoprosopi EPE, a company organized in
Greece (“Hellenic Technologies”).  Pursuant to the Hellenic Frame
Agreement, Hellenic Technologies shall supply the Company with certain materials
based on certain work orders delivered by the Company from time to time, in
accordance with the terms and conditions of the Hellenic Frame
Agreement.  The Hellenic Frame Agreement memorializes certain
understandings reached on February 1, 2010.  The Hellenic Frame
Agreement shall continue until February 1, 2011.  The Hellenic Frame
Agreement shall renew for additional one year terms until notice of non-renewal
is given.





Employees





As of
March 31, 2010, the Company had only one employee: Olivier de Vergnies, the
Company’s Acting Chief Executive Officer and Acting Chief Financial
Officer.  The Company has not yet determined its anticipated employee
and staff needs for the year ending December 31, 2010.





Subsequent
to the period covered by this Report, the Company announced that it has engaged
a team of twelve engineers to manage and supervise the Company’s photovoltaic
power plant projects.  These engineers are employed by Hellenic
Technologies.  The team is lead by Mr. Dimitris Kazantzis, Chief
Executive Officer of Hellenic Technologies.  The Company intends to
appoint Mr. Kazantzis as its Chief Operations Officer and will appoint him to
the Company’s Board of Directors.




The
engagement of these engineers is governed by the terms of the Hellenic Frame
Agreement.  This team is expected to more than double in personnel over the
coming two years.  The team scope of work includes the following
activities:




1.
            Preparation
      of requests for proposals for engineering, procurement and construction,
      operation and maintenance, engaging security contractors, and coordination
      of responses to requests for
proposals.


2.
            The
      qualification and selection of contractors, and the negotiation and
      finalization of technical
contracts.


3.
            Design
      of the overall command and control system of the photovoltaic power plants
      and coordination of the operation and maintenance
  planning.


16


4.
            Project
      management on behalf of the Company, including, system design authority,
      supervision of engineering, procurement and construction contractors,
      reporting on projects, acceptance of projects from contractors, handling
      of technical claims and issues, supervision of maintenance/operation
      training, and the supervision of handover following grid
      connection.





Research and Development





We have
not yet determined our anticipated spending on research and development
activities for the year ending December 31, 2010. Research and development
efforts are expected to be overseen by our former Chief Technology Officer,
Cesare Boffa, who now serves the Company as a consultant.





Off
Balance Sheet Arrangements





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





ITEM 3.
          QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not
Applicable.





ITEM
4.           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 Acting Chief Executive Officer and Acting 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 disclosure controls and
procedures.





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 disclosure
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, 2010, the Company’s Acting Chief
Executive Officer and its Acting Chief Financial Officer have concluded that, as
of that date, the Company’s disclosure 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, 2010 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





On February 25, 2010, the Company received notification
from Sunpower Corporation, a Delaware corporation (“SunCorp”), demanding that
the Company cease and desist from using the words “Sun Power” in its
name.  SunCorp identified several U.S. and International trademark
registrations of its “Sunpower” mark.  The Company subsequently
received a cease and desist letter from SunCorp legal counsel on April 1, 2010
asserting rights to the name “Sun Power.”  The Company has determined
that it will be economically more rational to change the Company’s name rather
than engage in protracted litigation with SunCorp.  The Company plans
to accomplish the name change during the course of the second and third quarter
of 2010.





ITEM
1A.         RISK FACTORS





Not
Applicable.





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





None.





ITEM
3:           DEFAULTS UPON
SENIOR SECURITIES





Not
Applicable.





ITEM
4:          
RESERVED





Not
Applicable.





ITEM
5:           OTHER
INFORMATION





Sale
of Project Rights





During
the first quarter 2010, the Company sold rights of ownership in a one-megawatt
photovoltaic power plant from the Company's photovoltaic projects planned for
development in Italy.  The Company has granted the right of ownership in
the one-megawatt power plant in consideration for an aggregate purchase price of
350,000 Euros (approximately $486,000), of which the Company has received
175,000 Euros (approximately $243,000) during the period covered by this
Report.  This sale is described in greater detail in Item 2 of this Report,
entitled Management’s Discussion and Analysis of Financial Condition and Results
of Operations, which is incorporated herein by reference
thereto.


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ITEM
6.           EXHIBITS




Exhibit
                  
                  Description31.1
                  
                  Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
                  
                  Certification
      of the Principal Executive Officer and Principal Financial Officer
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002.




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 andActing
      Principal Accounting
Officer





Dated:
     September 30, 2010


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