Prime Sun Power Inc - Amended Current report filing (8-K/A)
26 Septiembre 2008 - 4:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE
OF EARLIEST EVENT REPORTED - JULY 7, 2008
PRIME
SUN POWER INC.
(Exact
name of Registrant as specified in its charter)
NEVADA
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333-103647
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98-0393197
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
Number)
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104
Summit Avenue
Summit,
NJ 07902-0080
(Address
of principal executive offices)
908-273-5575
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
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Written
communications pursuant to Rule 425 under the Securities
Act
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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Explanatory
Note
:
This
Amendment No. 1 amends and restates in its entirety the previous Current Report
on Form 8-K filed with the U.S. Securities and Exchange Commission on July
11,
2008.
Item
4.02
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Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report
or
Completed Interim Review.
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On
July
7, 2008, Prime Sun Power Inc. (the “Company”), in consultation with the
Company’s independent registered public accounting firm, Paritz and Company
P.A., concluded that the Company’s financial statements for the quarterly period
ended March 31, 2008 should no longer be relied on and should be restated to
correct certain bookkeeping recognition and classification errors. In addition,
it was determined that certain Notes to the financial statements should be
clarified. The Company’s Chief Financial Officer made these determinations.
On
April
15, 2008, the Company’s Board of Directors determined that in consideration for
the corporate development introductions made by Rudana Investment Group AG
(“Rudana”) on behalf of the Company, the Company deemed it in the best interests
of the Company and its shareholders to pay for the legal representation fees,
costs, expenses and disbursements incurred by Rudana in connection with the
acquisition of Rudana’s equity interest in the Company and for corporate
development activities undertaken by Rudana on behalf of the Company. On January
8, 2008, the Company paid $29,138 in respect of such fees and expenses.
The
Company and Rudana have subsequently determined that it is in the best interests
of both parties to pay all of their own respective fees, costs, expenses and
disbursements. As of the date of this Form 8-K, Rudana has made shareholder
loans to the Company in the aggregate amount of $174,189. Rudana and the Company
have agreed that the loan receivable in respect of the reclassification will
be
offset against the shareholder loans repayments due to Rudana by the Company.
The
following is a summary of the effects of the restatement on the Company’s
financial statements.
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As
Previously
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Reported
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As
Restated
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For
the Three Months ended March 31, 2008
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Total
Costs and Expenses
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105,444
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76,305
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Net
Loss
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(105,444
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)
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(76,305
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)
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Net
Loss per Common Share - basic and diluted
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(0.00
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)
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(0.0019
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)
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Accumulated
from December 18, 2002 (inception) to March 31,
2008
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Total
Costs and Expenses
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255,953
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226,815
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Net
Loss
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(255,953
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)
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(226,815
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)
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The
Company’s Chief Financial Officer discussed the matters set forth in this item
4.02(a) with the Company’s independent auditor. The Company will amend and
restate its financial statements by filing amended and restated Form 10-QSB
for
the Quarterly Period ended March 31, 2008 (the “March 2008 10-Q Report”), to
reflect the changes within ten (10) business days of the date hereof.
As
of the
end of the period covered by financial statements which the Company will amend
and restate, and with respect to the reporting periods subsequent to the March
2008 10-Q Report, the Company carried out, under the supervision and with the
participation of the Company’s management, including its Chief Executive Officer
and Chief Financial Officer, an evaluation of the effectiveness of the design
and operation of the Company’s disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in
ensuring that information required to be disclosed by the Company in its Report
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 the Company’s internal control over financial reporting. The
material weakness identified by Management consisted of inadequate staffing
and
supervision within the bookkeeping and accounting operations of the
Company. The relatively small number of employees who have
bookkeeping and accounting functions prevents us from segregating duties within
the Company’s internal control system. The inadequate segregation of
duties is a weakness because it could lead to the untimely identification and
resolution of accounting and disclosure matters or could lead to a failure
to
perform timely and effective reviews. Accordingly, based on their
evaluation of the Company’s disclosure controls and procedures as of March 31,
2008, the Company’s Chief Executive Officer and its Chief Financial Officer have
concluded that, as of that date, the Company’s controls and procedures were not
effective for the purposes described above. The Company intends to take steps
to
remediate such procedures as soon as reasonably possible.
#
# #
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.
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PRIME
SUN POWER INC.
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By:
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/s/ Gerald
Sullivan
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Name:
Gerald
Sullivan
Title:
Chief
Financial Officer
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Date:
September
25, 2008
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