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PSPW.OB > SEC Filings for PSPW.OB > Form 10-Q on 19-Aug-2008All Recent SEC Filings

Show all filings for PRIME SUN POWER INC | Request a Trial to NEW EDGAR Online Pro

Form 10-Q for PRIME SUN POWER INC


19-Aug-2008

Quarterly Report


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

The Company's Operations

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

We were incorporated in the State of Nevada on December 18, 2002, as ATM Financial Corp., for the purpose of providing access to the Canadian Interac shared cash dispensing network for those operators of automated teller machines, also known as ATMs, who are not affiliated with any financial institution. On November 10, 2006, our President and Chief Executive officer resigned to pursue other interests. We suspended all prior business plans as of that date. During the first quarter 2008, we began considering a new business model involving solar power and other alternative energies.

On April 1, 2008, we changed our name from "ATM Financial Corp." to "Prime Sun Power Inc."

On April 14, 2008, the Company changed its address to: 14 Wall Street, 20th Floor, New York, NY 10005. The Company's new telephone number is (212) 618-1306.

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.

Effective May 10, 2008, the Board of Directors (the "Board") appointed Dr. Augustine Fou to fill one of the vacancies on the Board. Ms. Vynnyk resigned as an officer and director of the Company as of May 10, 2008. On May 10, 2008, Gerald Sullivan was appointed as the Chief Financial Officer and interim President and Chief Executive Officer of the Company. On May 10, 2008, Barbara Salz was appointed as Corporate Secretary.

Our Plan of Operation

Our new business purpose focuses on solar power and other alternative energies. We have not yet formulated how we shall finance the new business. We are currently working on the plans to commence and operate the new business. Although we have a new business purpose, we have not formulated definitive plans and we have not commenced any operations under the new business model. We expect to announce details of the new model during the third or fourth quarter of 2008.

Research and Development

The Company has not yet determined its anticipated spending on research and development activities for the year ending December 31, 2008.


Plant and Equipment

The Company has not yet determined its anticipated spending on plant and equipment for the year ending December 31, 2008.

Employees

As of June 30, 2008, the Company had only two part time employees. The Company has not yet determined its anticipated employee and staff needs for the year ending December 31, 2008.

Liquidity and capital resources

During the quarter ended June 30, 2008 and to date, the primary source of capital has been loans from existing shareholders and equity sales. Our operations to date have consumed substantial amounts of cash. Our negative cash flow from operations is expected to continue and to accelerate in the foreseeable future as the Company invests in capital expenditures including production facilities.

As of the date of this Report, we have not yet generated any revenues from our business operations. Since inception, the Company has incured total expenses of $352,378, including total expenses of $201,868during the six months ended June 30, 2008.

We will need to raise additional capital to implement our new business plan and continue operations. We are seeking alternative sources of financing, through private placement of securities and loans from our shareholders in order for us to maintain our operations. We cannot guarantee that we will be successful in raising additional cash resources for our operations or that we will stay in business after our new business plan has commenced.

Our consolidated cash balance at June 30, 2008 was $28,684. As of June 30, 2008, our total current assets consisted of $600 in prepaid expenses and our total liabilities were $266,414.

For the period ending June 30, 2008, the Company has received 3 loans in aggregate of $174,189 from Rudana (the "Shareholder Loan"). The Company will use the proceeds from the Shareholder Loan 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 Loan, the Company executed a notes setting forth the terms thereof. The Shareholder Loans were approved by the Company's Board.

On May 10, 2008, the Company issued a warrant to Arimathea Limited in consideration for international corporate development services rendered on behalf of the Company. On May 22, 2008, the Company amended the First Warrant and issued a second warrant to Arimathea Limited (the "Second Warrant"). Subsequent to the period covered by this Report, the Company agreed to amalgamate and amend the First Warrant and the Second Warrant (collectively, the "Amended Warrant"). The Amended Warrant will have an exercise term of 3 years and will become exercisable only for the purchase of a number of shares equal to
(i) 5% of the amount of capital raised by the Company from introductions made by Arimathea, 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.

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.

Subsequent Events

On August 11, 2008 and on August 13, 2008, Prime Sun Power Inc., Inc. (the "Company") received shareholder loans in the aggregate amount of $80,000.00 (the "Shareholder Loans"), from Rudana Investment Group AG ("Rudana"), the Company's majority shareholder. 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 Loan, the Company executed two notes on August 11, 2008 and, respectively, August 13, 2008, setting forth the terms thereof.


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