UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q





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





For
the quarterly period ended June 30, 2009





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





For the
transition period from ____________ to ____________





Commission
File Number:   333-103647





Prime Sun Power
Inc.


(Exact
Name of Registrant as Specified in its Charter)





Nevada
            
            98-0393197(State
      or other jurisdiction of
            
            (IRS
      Employerincorporation
      or organization)
            
            Identification
      No.)





100
Wall Street, 21 st
Floor


New York,
NY  10005


(Address
of principal executive offices)





(866)
523-5551


(Registrant’s
Telephone Number, Including Area Code)





N/A


(Former
Name, Former Address and Former Fiscal Year,


if
Changed Since Last Report)





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x No





Indicate
by check mark whether the registrant 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 o  No o





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





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




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


Yes x No





As of
August 7, 2009, the Issuer had 40,114,900 shares of its Common Stock
outstanding.







TABLE
OF CONTENTS





PART
      I: FINANCIAL INFORMATIONItem
      1: Financial Statements
                  
                  4Item
      2: Management’s Discussion and Analysis of Financial Condition and Results
      of Operation
                  
                  12Item
      3: Quantitative and Qualitative Disclosures about Market
    Risk
                  
                  15Item
      4: Controls and Procedures
                  
                  15PART
      II: OTHER INFORMATIONItem
      1: Legal Proceedings
                  
                  16Item
      1A: Risk Factors
                  
                  16Item
      2: Unregistered Sales of Equity Securities and Use of
    Proceeds
                  
                  16Item
      3: Defaults Upon Senior Securities
                  
                  16Item
      4: Submission of Matters to a Vote of Security Holders
                  
                  16Item
      5: Other Information
                  
                  16Item
      6: Exhibits
                  
                  17SIGNATURES
                  
                  18


2





SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS




This
Report on Form 10-Q (this “Report”) includes forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Forward-looking statements include statements concerning our plans,
objectives, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs and other information that is not
historical information and, in particular, appear in the section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in this Report. When used in this Report, the words
“estimates,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “should” and variations of these words or
similar expressions (or the negative versions of any these words) are intended
to identify forward-looking statements. All forward-looking statements,
including, without limitation, management’s examination of historical operating
trends, are based upon our current expectations and various assumptions. Our
expectations, beliefs and projections are expressed in good faith and we believe
there is a reasonable basis for them. However, we can give no assurance that
management’s expectations, beliefs and projections will be
achieved.





There are
a number of risks and uncertainties that could cause our actual results to
differ materially from the results referred to in the forward-looking statements
contained in this Report. Important factors outside the scope of our control
could cause our actual results to differ materially from the results referred to
in the forward-looking statements we make in this Report. Without limiting the
foregoing, if we are unable to acquire approvals or consents from third parties
or governmental authorities with respect to our new business model, our plans to
commence our new business may become irrevocably impaired.





All
forward-looking statements included herein are expressly qualified in their
entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by applicable laws and regulations, the Company
undertakes no obligation to update these forward-looking statements to reflect
events or circumstances after the date of this Report or to reflect the
occurrence of unanticipated events.




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


3




PART I
             
FINANCIAL
INFORMATION




Prime Sun
Power Inc.
 (A
development stage company)
 Balance
Sheets
 
 June 30,
                            
                            
                            December 31,2009
                            
                            
                            2008(Unaudited)ASSETSCurrent
      AssetsCash
                            
                            $
                            108
                            
                            
                            $
                            6,629Total
      Current Assets and Total Assets
                            
                            $
                            108
                            
                            
                            $
                            6,629LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
                            
                            $
                            990,571
                            
                            
                            $
                            330,300Loan
      from shareholder
                            
                            
                            512,734
                            
                            
                            
                            298,333Total
      Current Liabilities and Total Liabilities
                            
                            
                            1,503,305
                            
                            
                            
                            628,633Stockholders'
      Equity (Deficiency):Common
      Stock, par value $.0001 per share 100,000,000 shares authorized,
      40,114,900 shares issues and outstanding at March 31, 2009 and December
      31, 2008
                            
                            
                            4,011
                            
                            
                            
                            4,011Additional
      paid in capital
                            
                            
                            324,783
                            
                            
                            
                            222,418Deficit
      accumulated during development stage
                            
                            
                            (1,831,991
                            )
                            
                            
                            (848,433
                            )Total
      Stockholders' Deficiency
                            
                            
                            (1,503,197
                            )
                            
                            
                            (622,004
                            )Total
      Liabilities and Stockholders' Deficiency
                            
                            $
                            108
                            
                            
                            $
                            6,629
 
 See Notes
to Financial Statements
 
 4
 
 Prime Sun
Power Inc.
 (A
development stage company)
 (Unaudited)
Statement of Operations
 
 Accumulated fromFor the Three Months Ended
                                      
                                      
                                      For the Six Months Ended
                                      
                                      
                                      December 18, 2002June 30
                                      
                                      
                                      June 30
                                      
                                      
                                      (Date of Inception)2009
                                      
                                      
                                      2008
                                      
                                      
                                      2009
                                      
                                      
                                      2008
                                      
                                      
                                      to June 30, 2009Revenue
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      -EXPENSES
      (INCOME)Consulting
      & Director Fees
                                      
                                      
                                      57,939
                                      
                                      
                                      
                                      4,000
                                      
                                      
                                      
                                      75,939
                                      
                                      
                                      
                                      4,000
                                      
                                      
                                      
                                      209,429Professional
      fees
                                      
                                      
                                      199,433
                                      
                                      
                                      
                                      57,155
                                      
                                      
                                      
                                      494,869
                                      
                                      
                                      
                                      117,879
                                      
                                      
                                      
                                      826,311Personnel
      Costs
                                      
                                      
                                      125,490
                                      
                                      
                                      
                                      50,838
                                      
                                      
                                      
                                      248,965
                                      
                                      
                                      
                                      63,835
                                      
                                      
                                      
                                      445,837General
      & Administrative
                                      
                                      
                                      26,803
                                      
                                      
                                      
                                      12,012
                                      
                                      
                                      
                                      47,022
                                      
                                      
                                      
                                      14,596
                                      
                                      
                                      
                                      168,444Interest
      expense
                                      
                                      
                                      8,881
                                      
                                      
                                      
                                      1,558
                                      
                                      
                                      
                                      14,398
                                      
                                      
                                      
                                      1,558
                                      
                                      
                                      
                                      26,646Non-cash
      compensation
                                      
                                      
                                      51,783
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      102,365
                                      
                                      
                                      
                                      
                                      
                                      
                                      
                                      155,324Total Expenses (Income)
                                      
                                      
                                      470,329
                                      
                                      
                                      
                                      125,563
                                      
                                      
                                      
                                      983,558
                                      
                                      
                                      
                                      201,868
                                      
                                      
                                      
                                      1,831,991Net Loss
                                      
                                      
                                      (470,329
                                      )
                                      
                                      
                                      (125,563
                                      )
                                      
                                      
                                      (983,558
                                      )
                                      
                                      
                                      (201,868
                                      )
                                      
                                      
                                      (1,831,991
                                      )Basic and Diluted Loss Per
      Share
                                      
                                      
                                      (0.0188
                                      )
                                      
                                      
                                      0.0019
                                      
                                      
                                      
                                      (0.0316
                                      )
                                      
                                      
                                      0.0100Weighted Average Shares
      Outstanding
                                      
                                      
                                      40,114,900
                                      
                                      
                                      
                                      40,114,900
                                      
                                      
                                      
                                      40,114,900
                                      
                                      
                                      
                                      40,114,900
 
 Share
data has been adjusted to reflect the stock dividend effective February 4,
2008
 
 See Notes
to Financial Statements
  5
 
 Prime Sun
Power Inc.
 (A
development stage company)
 (Unaudited)
Statement of Stockholders' Equity
 For the
Period from December 18, 2002 (Date of Inception) to March 31, 2009
 DeficitAccumulatedDuring theCommon Stock
                                          
                                          
                                          Additional
                                          
                                          
                                          DevelopmentShares
                                          
                                          
                                          Par
                                          
                                          
                                          Paid-in Capital
                                          
                                          
                                          Stage
                                          
                                          
                                          TotalBalance
      – December 18, 2002
                                          
                                          
                                          #
                                          
                                          
                                          Value($)
                                          
                                          
                                          ($)
                                          
                                          
                                          ($)
                                          
                                          
                                          ($)(Date
      of Inception)Common
      stock issued for cash at$0.0001
      per share
                                          
                                          
                                          28,000,000
                                          
                                          
                                          
                                          2,800
                                          
                                          
                                          
                                          (2,400
                                          )
                                          
                                          
                                          
                                          
                                          
                                          400Net
      loss for the period
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (21,990
                                          )
                                          
                                          
                                          (21,990
                                          )Balance
      - December 31, 2002
                                          
                                          
                                          28,000,000
                                          
                                          
                                          
                                          2,800
                                          
                                          
                                          
                                          (2,400
                                          )
                                          
                                          
                                          (21,990
                                          )
                                          
                                          
                                          (21,590
                                          )Net
      loss for the Year
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (24,216
                                          )
                                          
                                          
                                          (24,216
                                          )Balance
      - December 31, 2003
                                          
                                          
                                          28,000,000
                                          
                                          
                                          
                                          2,800
                                          
                                          
                                          
                                          (2,400
                                          )
                                          
                                          
                                          (46,206
                                          )
                                          
                                          
                                          (45,806
                                          )Net
      loss for the Year
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (13,398
                                          )
                                          
                                          
                                          (13,398
                                          )Balance
      - December 31, 2004
                                          
                                          
                                          28,000,000
                                          
                                          
                                          
                                          2,800
                                          
                                          
                                          
                                          (2,400
                                          )
                                          
                                          
                                          (59,604
                                          )
                                          
                                          
                                          (59,204
                                          )February
      14, 2005 - sharesissued
      for cash at $0.10 per share
                                          
                                          
                                          12,114,900
                                          
                                          
                                          
                                          1,211
                                          
                                          
                                          
                                          171,859
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          173,070Net
      loss for the Year
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (18,609
                                          )
                                          
                                          
                                          (18,609
                                          )Balance
      - December 31, 2005
                                          
                                          
                                          40,114,900
                                          
                                          
                                          
                                          4,011
                                          
                                          
                                          
                                          169,459
                                          
                                          
                                          
                                          (78,213
                                          )
                                          
                                          
                                          95,257Net
      loss for the Year
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (16,167
                                          )
                                          
                                          
                                          (16,167
                                          )Balance
      - December 31, 2006
                                          
                                          
                                          40,114,900
                                          
                                          
                                          
                                          4,011
                                          
                                          
                                          
                                          169,459
                                          
                                          
                                          
                                          (94,380
                                          )
                                          
                                          
                                          79,090Net
      loss for the Year
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (56,129
                                          )
                                          
                                          
                                          (56,129
                                          )Balance
      - December 31, 2007
                                          
                                          
                                          40,114,900
                                          
                                          
                                          
                                          4,011
                                          
                                          
                                          
                                          169,459
                                          
                                          
                                          
                                          (150,509
                                          )
                                          
                                          
                                          22,961Non-cash
      compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          52,959
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          52,959Net
      loss for the Year
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (697,924
                                          )
                                          
                                          
                                          (697,924
                                          )Balance
      - December 31, 2008
                                          
                                          
                                          40,114,900
                                          
                                          
                                          
                                          4,011
                                          
                                          
                                          
                                          222,418
                                          
                                          
                                          
                                          (848,433
                                          )
                                          
                                          
                                          (622,004
                                          )Non-cash
      compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          50,582
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          50,582Net
      loss for the period
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (513,229
                                          )
                                          
                                          
                                          (513,229
                                          )Balance
      - March 31, 2009
                                          
                                          
                                          40,114,900
                                          
                                          
                                          
                                          4,011
                                          
                                          
                                          
                                          273,000
                                          
                                          
                                          
                                          (1,361,662
                                          )
                                          
                                          
                                          (1,084,651
                                          )Non-cash
      compensation
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          51,783
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          51,783Net
      loss for the period
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (470,329
                                          )
                                          
                                          
                                          (470,329
                                          )Balance
      - June 30, 2009
                                          
                                          
                                          40,114,900
                                          
                                          
                                          
                                          4,011
                                          
                                          
                                          
                                          324,783
                                          
                                          
                                          
                                          (1,831,991
                                          )
                                          
                                          
                                          (1,503,197
                                          )
 
 See Notes
to Financial Statements
  6
 
 Prime Sun
Power Inc.
 (A
development stage company)
 (Unaudited)
Statement of Cash Flow
 
 Accumulated fromFor the Six Months ended
                                  
                                  
                                  December 18, 2002June 30
                                  
                                  
                                  (Date of Inception)2009
                                  
                                  
                                  2008
                                  
                                  
                                  to June 30, 2009Operating
      ActivitesNet
      loss
                                  
                                  $
                                  (983,558
                                  )
                                  
                                  $
                                  (201,868
                                  )
                                  
                                  $
                                  (1,831,991
                                  )Adjustments
      to reconcile net loss to net cash used in operations:Non-cash
      compensation
                                  
                                  
                                  102,365
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  155,324Interest
      accrued to related party
                                  
                                  
                                  14,398
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  25,620Gain
      in debt settlement
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  14,176Loss
      on sale of equipment
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  909Change
      in operating assests and liabilitiesAccounts
      payable and accrued liabilities
                                  
                                  
                                  645,874
                                  
                                  
                                  
                                  14,260
                                  
                                  
                                  
                                  964,951-Net Cash Used in Operating
      Activities
                                  
                                  
                                  (220,921
                                  )
                                  
                                  
                                  (187,608
                                  )
                                  
                                  
                                  (671,011
                                  )Investing
      ActivitiesPurchase
      of equipment
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (3,416
                                  )Proceeds
      from sale of equipment
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,507Net Cash Used in Investing
      Activities
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (909
                                  )Financing
      ActivitiesProceeds
      of Loans from Shareholder
                                  
                                  
                                  214,400
                                  
                                  
                                  
                                  145,051
                                  
                                  
                                  
                                  512,734Gain
      in debt settlement
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (14,176
                                  )Common
      stock issued
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  173,470Net Cash Provided by (Used in) Financing
      Activities
                                  
                                  
                                  214,400
                                  
                                  
                                  
                                  145,051
                                  
                                  
                                  
                                  672,028Increase
      (Decrease) in Cash
                                  
                                  
                                  (6,521
                                  )
                                  
                                  
                                  (42,557
                                  )
                                  
                                  
                                  108Cash
      - Beginning of Period
                                  
                                  
                                  6,629
                                  
                                  
                                  
                                  71,241
                                  
                                  
                                  
                                  -Cash - End of Period
                                  
                                  $
                                  108
                                  
                                  
                                  $
                                  28,684
                                  
                                  
                                  $
                                  108
 
 See Notes
to Financial Statements
  7
 PRIME
SUN POWER INC.
 (A
Development Stage Company)
 
 NOTES TO
FINANCIAL STATEMENTS
 
 JUNE 30,
2009
 
 1.
                BASIS OF
      PRESENTATION
 
 The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted for interim financial information
and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating
to smaller reporting companies.  Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles (“GAAP”) for complete financial statements.  In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included.  Operating results for the six month period ended June 30,
2009 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2009.
 
 The
balance sheet at December 31, 2008 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by GAAP for complete financial statements.
 
 For
further information, refer to the consolidated financial statements and
footnotes thereto included in our Annual Report on Form 10-KSB for the year
ended December 31, 2008.
 
 2.
                BUSINESS
      DESCRIPTION
 
 Organization
and Business Description
 
 Prime Sun
Power Inc. (the “Company”) was incorporated in the State of Nevada on December
18, 2002 and is a development stage company as defined by Statement of Financial
Accounting Standards No. 7, “Development Stage Companies”. On January 10, 2008,
a change of control of the Company occurred and Rudana Investment Group AG,
(“Rudana”) a corporation formed under the laws of Switzerland, became the new
majority shareholder of the Company (“Rudana”), controlling approximately 70% of
the issued and outstanding shares of the Company’s common stock.  On
April 1, 2008, we changed our name from ATM Financial Corp. to Prime Sun Power
Inc.  The Company plans to pursue a business model producing solar
generated electrical power and other alternative renewable
energies.
 
 Going
Concern
 
 The
Company has been in the development stage since its inception and has not yet
realized any revenues from its planned operations.  As shown in the
accompanying financial statements, the Company has incurred a net loss of
$1,831,991 for the period from inception (December 18, 2002) to June 30, 2009,
has a working capital deficiency of $1,503,197 and has not generated any
revenue. These factors, among others, raise substantial doubt as to the
Company’s ability to continue as a going concern and to emerge from the
development stage is dependent upon, among other things, its successful
execution of its plan of operations and ability to raise additional financing or
capital.  There is no guarantee that the Company will be able to raise
additional financing capital or sell any of services or products at a
profit.  These factors, among others, raise substantial doubt
regarding the Company’s ability to continue as a going concern. The accompanying
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  8
  3.
                SIGNIFICANT ACCOUNTING
      POLICIES
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.  The actual results experienced by the Company may differ
materially from the Company’s estimates.  To the extent there are
material differences between the estimates and the actual results, future
results of operations will be affected and the effect could be
material.
 
 Financial
instruments
 
 The
Company’s financial instruments consist of cash and cash equivalents, accounts
payable and accrued liabilities.
 
 The fair
value of these financial instruments approximates their carrying
values.
 
 Cash
and Cash equivalents
 
 The
Company considers all highly liquid instruments with a maturity of three months
or less at the time of issuance to be cash equivalents.
 
 The
Company maintains cash balances at various financial
institutions.  Accounts at each institution are insured by the Federal
Deposit Insurance Corporation up to $250,000.  The Company’s accounts
at these institutions may, at times, exceed the Federally insured
limits.  The Company has not experienced any losses in such
accounts.
 
 Comprehensive
loss
 
 The
Company has adopted Statement of Financial Accounting Standards No. 130 (SFAS
130) “ Reporting Comprehensive
Income/(Loss ),” which establishes standards for the reporting and
display of comprehensive income or loss and its components and accumulated
balances.  Comprehensive loss comprises equity, except those resulting
from investments by owners and distributions to owners.
 
 Income
taxes
 
 The
Company accounts for income taxes in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS 109) which requires that deferred tax assets
and liabilities be recognized for future tax consequences attributable to
differences between financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. In addition, SFAS 109 requires
recognition of future tax benefits, such as carry forwards, to the extent that
realization of such benefits is more likely than not and that a valuation
allowance be provided when it is more likely than not that some portion of the
deferred tax asset will not be realized.
 
 Impairment
of long-lived assets
 
 The
Company reviews its long-lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets may not be
fully recoverable. To determine if impairment exists, the Company compares the
estimated future undiscounted cash flows from the related long-lived assets to
the net carrying amount of such assets. Once it has been determined that
impairment exists, the carrying value of the asset is adjusted to the fair
value. Factors considered in the determination of the fair value include current
operating results, trends and the present value of estimated expected future
cash flows.
  Stock
based compensation
 
 The
Company has adopted Statement of Financial Accounting Standards No. 123R, which
requires the Company to expense stock options based on grant date fair value in
its financial statements. Further, the adoption of SFAS 123R requires additional
accounting relating to the income tax effects and additional disclosures
regarding the cash flow effects resulting from share-based payment arrangements.
The adoption of SFAS 123R has no effect on the Company’s cash flows, but is
expected to have a material impact on its results of
operations.
  9
 
 Loss
per share
 
 Loss per
share is computed using the weighted average number of shares outstanding during
the period. The Company has adopted SFAS No. 128 “Earnings Per Share”. Diluted
loss per share is equivalent to basic loss per share.
 
 Recent
Accounting Pronouncements
 
 In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations, a replacement
of FASB Statement No. 141 (SFAS No. 141(R)), which significantly changes
the principles and requirements for how the acquirer of a business recognizes
and measures in its financial statements the identifiable assets acquired, the
liabilities assumed and any non-controlling interest in the acquiree. The
statement also provides guidance for recognizing and measuring the goodwill
acquired in the business combination and determines what information to disclose
to enable users of the financial statements to evaluate the nature and financial
effects of the business combination. This statement is effective prospectively,
except for certain retrospective adjustments to deferred tax balances, on
January 1, 2009. The Company will assess the impact of this statement upon any
future business combinations.
 
 In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No.
160). This statement established accounting and reporting standards for the
non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary.  The accounting and reporting for minority interests will
be re-characterized as non-controlling interests and classified as a component
of equity separate from the parent’s equity. In addition, SFAS No. 160
establishes reporting requirements that provide sufficient disclosures that
clearly identify and distinguish between the interests of the parent and the
interests of the non-controlling owners.  This statement is effective
prospectively, except for certain retrospective disclosure requirements, on
January 1, 2009. The adopted SFAS No. 160 did not have a material impact on the
Company’s financial statement.
 
 In March
2008 the FASB issued FAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No.
133”.  FAS No. 161 changes the disclosure requirements for
derivative instruments and hedging activities.  Entities are required
to provide disclosures about (a) how and why derivative instruments are used,
(b) how derivative instruments and related hedged items are accounted for under
FSS No. 133, “ Accounting for
Derivative Instruments and Hedging Activities , and its related
interpretations, and (c) how derivative instruments and related hedged items
affect the entity’s financial position, financial performance and cash
flows.  FAS No. 161 is effective January 1, 2009.  The
Company is currently evaluating the impact of adopting this
statement.
 
 4.
                STOCKHOLDERS’
      EQUITY
 
 On
January 22, 2008, the Board of Directors declared the payment of a stock
dividend to the stockholders of record of the Company as of February 4,
2008.  The stock dividend was paid on February 4,
2008.  Each stockholder received six additional shares of the
Company’s common stock for each one share of the Company’s common stock which
they held on the record date.  Following the payment of the stock
dividend, the issued and outstanding share ownership of the Company increased
from 5,730,700 shares of Company common stock to 40,114,900 shares of common
stock.  The statement of Stockholders’ Equity and per share amounts
have been retroactively adjusted to reflect the historical impact of the stock
dividend.
 
 Effective
as of June 19, 2009, the option previously granted to Mr. Frank Juergens on
January 7, 2009 for the purchase of 50,000 shares of the Company’s common stock
terminated effective upon the resignation of Mr. Juergens.  See Note
6.
  10
  5.
                RELATED PARTY
      TRANSACTIONS
 
 At June
30, 2009, Rudana, the Company’s majority shareholder, had loaned the Company a
total of $512,734. The funds were used by the company for general corporate
use.  These loans bear interest at 7.5% per annum and are due thirty
(30) days after demand.
 
 The
Company accrued interest of $25,620 as of June 30, 2009 which is included in
accounts payable and accrued liabilities on the accompanying balance sheet.
Interest expense to Rudana was $14,398 and $8,881 for the six and three months
ended June 30, 2009.
 
 6.
                OFFICER
      TRANSITIONS
 
 Effective
as of June 19, 2009, Mr. Frank Juergens resigned as the Chief Operating Officer
and Interim Chief Executive Officer of the Company. The Company and Mr.
Juergens entered into a Separation Agreement regarding the cessation of his
services to the Company as Chief Operating Officer and Interim Chief Executive
Officer.  Pursuant to the terms of the Separation Agreement, both Mr.
Juergens and the Company have mutually released each other, subject to a final
payment which the Company will make to Mr. Juergens in the amount of 87,633
Swiss Francs.
 
 Effective
as of June 19, 2009, Mr. Mathias Kaiser has resigned as the Chief Financial
Officer of the Company.
 
 Effective
as of June 19, 2009, Mr. Olivier de Vergnies, a director of the Company, has
assumed the positions of Acting Chief Executive Officer and Acting Chief
Financial Officer of the Company.
 
 7.
                SUBSEQUENT
      EVENTS
 
 Effective
as of August 4, 2009, Dr. Augustine Fou has resigned as a member of the Board of
Directors of Prime Sun Power Inc. (the “Company”).  Dr. Fou has not
expressed any disagreement with the Company on any matter relating to the
Company’s operations, policies or practices.
  11




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 over-the-counter bulletin board.





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





Plan
of Operation





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





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 are located in the Puglia region of
Italy.





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





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





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


12





The
Company will endeavor to secure the remaining governmental authorizations for
these projects in the third quarter of 2009.  We are currently in
discussions regarding the financing of these projects, the assignment of an
Engineering, Procurement and Construction (EPC) contractor, and the sourcing of
solar modules.





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





As of the
date of this Report, we have not commenced any commercial activities or revenue
generating operations. We have not yet made the payments required under the
agreements related to the Project San Paolo and the Project Puglia. The
payment has not been made yet because of
operational uncertainties regarding the solar panel technology
authorized to be installed for the Projects.  Upon consent of the
Transferee, the closing of the Agreements for the Projects has been postponed
pending resolution of the authorized technology issue.





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.





Revenues





During
the quarter ended June 30, 2009, the Company had no revenues from
operations.





Results
of Operations





We have
not yet commenced operations.  As of June 30, 2009, our Company had no
operations, no revenues and substantially no assets.  The Company has
incurred a significant increase in expenses during this reporting period from
the last comparative period.  Expenses for the three months ended June
30, 2009 were $470,329, as compared to $125,563 for the three months ended June
30, 2008. Expenses for the six months ended June 30, 2009 were $983,558, as
compared to $201,868 for the six months ended June 30, 2008. The increased
expenses are related to the legal and due diligence fees regarding the four
agreements to obtain licenses and land lease call option rights for the
development of certain photovoltaic power plant projects in
Italy.  During the last comparative period the Company had minimal
personnel requirements.





Liquidity
and capital resources





As of the
date of this Report, we have not yet generated any revenues from our business
operations.  Since inception, the Company has incurred total expenses
of $1,831,991, including total expenses of $983,558 during the six months ended
June 30, 2009.





Our
consolidated cash balance at June 30, 2009 was $108.  As of June 30,
2009, our total current assets were $108 and our total liabilities were
$1,503,305.





During
the six months ended June 30, 2009 and through the date of this Report, our
primary source of capital has been loans from Rudana Investment Group AG, the
majority shareholder of our Company.  Our pre-operational activities
to date have consumed substantial amounts of cash.  Our negative cash
flow from operations is expected to continue and to accelerate in the
foreseeable future as the Company invests in capital expenditures to commence
operations.





To date,
the Company has received loans in aggregate of $512,734 from Rudana (the
“Shareholder Loans”). The Company has used the proceeds from the Shareholder
Loans for general corporate purposes. The Shareholder Loans have an interest
rate of seven and a half percent (7.5%) per annum, which together with the
principal amount shall be repayable thirty (30) days after demand by Rudana. In
connection with the Shareholder Loans, the Company executed notes setting forth
the terms thereof.





On May
10, 2008, we entered into an agreement with Synergy Investments & Finance
Holding Limited (“Synergy”) formerly known as Arimathea Limited, to assist us to
raise capital.  In consideration for assisting us in the raising of
equity and debt capital, we have entered into a warrant agreement with Synergy
which, as amended, will have an exercise term of three years and will become
exercisable for the purchase of a number of our shares of common stock equal to
(i) 5% of the amount of capital raised by the Company made by Synergy, divided
by (ii) the original exercise price of $1.62 per share. All other terms and
conditions of the First Warrant and Second Warrant as amalgamated into the
Amended Warrant shall remain the same. The Synergy Warrant does not contain any
call provisions and there is no obligation on the part of Synergy to exercise
its warrant at any time. As a result of the contingent nature of the vesting of
the Synergy Warrant, no expense has been recognized.  We cannot
guarantee that Synergy will be successful in assisting us to raise capital for
our operations.  As of the date of this Report, no financing warrants
under the Amended Warrant have been issued to Synergy and no firm commitments
have been made by Synergy with respect to financing.


13





We will
need to raise additional capital to implement our new business plan and continue
operations.  We are discussing our capital requirements with
alternative sources of financing, and assessing private placements of securities
and loans from our shareholders.





Plant
and Equipment





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





Employees




Effective
as of June 19, 2009, Mr. Frank Juergens resigned as the Chief Operating Officer
and Interim Chief Executive Officer of the Company. The Company and Mr.
Juergens entered into a Separation Agreement regarding the cessation of his
services to the Company as Chief Operating Officer and Interim Chief Executive
Officer.  Pursuant to the terms of the Separation Agreement, both Mr.
Juergens and the Company have mutually released each other, subject to a final
payment which the Company will make to Mr. Juergens in the amount of 87,633
Swiss Francs.





Effective
as of June 19, 2009, Mr. Mathias Kaiser has resigned as the Chief Financial
Officer of the Company.





As of the
date of this Report, the Company has four employees: Olivier de Vergnies serving
as our Acting Chief Executive Officer and Acting Chief Financial Officer, Cesare
Boffa serving Chief Technology Officer, our Corporate Secretary and our
Administrator. We expect to hire a core project management team of three to four
experienced professionals who will supervise the photovoltaic park installation
and development towards the end of the year.





Research
and Development





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





Subsequent
Events





Resignation
of Dr. Augustine Fou as Director





Effective
as of August 4, 2009, Dr. Augustine Fou has resigned as a member of the Board of
Directors of the Company. Dr. Fou has not expressed any disagreement with the
Company on any matter relating to the Company’s operations, policies or
practices.




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.


14




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 internal control over
financial reporting.





The
material weakness identified by Management consisted of inadequate staffing and
supervision within the bookkeeping and accounting operations of the Company. The
relatively small number of employees who have bookkeeping and accounting
functions prevents us from segregating duties within the Company’s internal
control system. The inadequate segregation of duties is a weakness because it
could lead to the untimely identification and resolution of accounting and
disclosure matters or could lead to a failure to perform timely and effective
reviews. Accordingly, based on their evaluation of the Company’s disclosure
controls and procedures as of June 30, 2009, the Company’s Acting Chief
Executive Officer and its Acting Chief Financial Officer have concluded that, as
of that date, the Company’s controls and procedures were not effective for the
purposes described above. The Company intends to take steps to remediate such
procedures as soon as reasonably possible.





There was
no change in the Company’s internal control over financial reporting (as defined
in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934)
during the quarter ended June 30, 2009 that has materially affected or is
reasonably likely to materially affect the Company’s internal control over
financial reporting.


15





PART
      II.
            OTHER
      INFORMATION





ITEM
      1.
            LEGAL
      PROCEEDINGS




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




ITEM
      1A.
            RISK
      FACTORS




Not
Applicable.





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




None.





ITEM
      3:
            DEFAULTS
      UPON SENIOR SECURITIES





Not
Applicable.




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




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




ITEM
      5:
            OTHER
      INFORMATION





Not
Applicable.


16





ITEM
      6.
            EXHIBITS





Exhibit
            Description





10.12
            Separation
      and Mutual Release Agreement, by and between the Company and Frank
      Juergens, dated as of June 19,
2009.





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





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


17





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





PRIME
      SUN POWER INC.By:
            /s/
      Olivier de VergniesName:
            Olivier
      de VergniesTitle:
            Acting
      Chief Executive Officer,
              Acting
      Principal Financial Officer and
              Acting
      Principal Accounting Officer





Dated:
            August
      20, 2009


18