(Address
of principal executive offices and Zip Code)
(212)
618-1306
(Registrant's
telephone number, including area code)
Information
Statement Pursuant to Section 14(F) of the Securities
Exchange
Act of 1934 and Rule 14f-1 promulgated thereunder
NO
VOTE OR OTHER ACTION OF THE COMPANY'S SHAREHOLDERS IS REQUIRED IN CONNECTION
WITH THIS INFORMATION STATEMENT. NO PROXIES ARE BEING SOLICITED AND YOU ARE
NOT
REQUESTED TO SEND THE COMPANY A PROXY.
Purpose
of Information Statement
This
Information Statement, which is being mailed on or about April 30, 2008 to
the
holders of shares of the common stock, par value $.0001 per share, of Prime
Sun
Power Inc., a Nevada corporation (the “Company”), is being furnished in
connection with a change in the majority of the members of the board of
directors of the Company (the “Board”). On January 10, 2008, a Securities
Purchase and Sale Agreement (the “Securities Purchase and Sale Agreement”) was
entered into between Victoria Vynnyk, the owner of the majority of the Company’s
securities and Rudana Investment Group AG, a corporation formed under the laws
of Switzerland. Pursuant to the Securities Purchase and Sale Agreement, Ms.
Vynnyk has sold all of her 4,000,000 shares of the Company’s common stock to
Rudana Investment Group AG.
In
accordance with the Company’s by-laws and applicable laws of the State of
Nevada, which is the corporate domicile of the Company, on April 29, 2008,
the
Board appointed Dr. Augustine Fou to fill one of the vacancies on the Board,
effective ten (10) days after the date this Schedule 14f-1 is disseminated
to
the Company’s shareholders.
This
Information Statement will be mailed to all holders of record of the Company's
common stock who would be entitled to vote at a meeting for election of
directors at the close of business on April 29, 2008. No action is required
by
the shareholders of the Company in connection with changes to the composition
of
the Board. However, Rule 14f-1 promulgated pursuant to Section 14 of
the Securities Exchange Act of 1934, as amended (the “Act”), requires that ten
(10) days prior to a change in a majority of the board of directors pursuant
to
an arrangement or understanding with the person or persons acquiring securities
in a transaction subject to Section 13(d) or 14(d) of the Act, certain
information be disseminated to the shareholders.
Upon
the
closing of the Securities Purchase and Sale Agreement on January 10, 2008,
a
change in control of the Company occurred. Pursuant to the Securities Purchase
and Sale Agreement, Rudana Investment Group AG has acquired 4,000,000 shares
of
the Company’s common stock from Ms. Vynnyk. The address of Rudana Investment
Group AG is Bahnhofstrasse 23, CH-6301 Zug, Switzerland. The source of funds
used by Rudana Investment Group AG to acquire these 4,000,000 shares was Rudana
Investment Group AG’s working capital. Rudana Investment Group AG now owns 69.8%
of the Company’s issued and outstanding shares. The Securities Purchase and Sale
Agreement did not require a vote of the Company’s shareholders. The Company is
not a party to the Securities Purchase and Sale Agreement.
On
January 22, 2008 the Board declared dividends on the Company’s common stock with
payment to all record holders as of the record date of February 4, 2008. Each
stockholder of the Company received six additional shares of common stock for
each one share of common stock owned as of the record date. In connection with
this dividend, the ownership of stockholders possessing 5,730,700 shares of
common stock increased to 40,114,900 shares of common stock. The number of
shares owned by Rudana Investment Group AG increased from 4,000,000 to
28,000,000.
Voting
Securities and Principal Holders Thereof
Voting
Securities
As
of the
close of business on April 29, 2008, 40,114,900 shares of the Company’s common
stock were issued and outstanding. Each share of common stock is entitled to
one
vote on all matters upon which such shares can vote. All shares of common stock
are equal to each other with respect to the election of directors.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth, as of the close of business on April 29, 2008,
the
total number of shares owned beneficially by the Company’s directors, officers
and key employees, and any person (including any group) who is known to the
Company to be the beneficial owner of more than five percent of any class of
the
Company's voting securities. The stockholders listed below have direct ownership
of their shares and possess sole voting and dispositive power with respect
to
their shares.
(2)
Chief
Executive Officer, President, Treasurer, Secretary and Director.
(3)
Dr.
Augustine Fou has not yet commenced his service as a member of the Board. Dr.
Fou’s appointment will become effective ten (10) days from date this Schedule
14f-1 is disseminated to the Company’s shareholders.
Changes
in Control
Upon
the
closing of the Securities Purchase and Sale Agreement on January 10, 2008,
a
change in control of the Company occurred. Pursuant to the Securities Purchase
and Sale Agreement, Rudana Investment Group AG has acquired 4,000,000 shares
of
the Company’s common stock from Ms. Vynnyk. The address of Rudana Investment
Group AG is Bahnhofstrasse 23, CH - 6301 Zug, Switzerland. The source of funds
used by Rudana Investment Group AG to acquire these 4,000,000 shares was Rudana
Investment Group AG’s working capital. Rudana Investment Group AG now owns 69.8%
of the Company’s issued and outstanding shares. The Securities Purchase and Sale
Agreement did not require a vote of the Company’s shareholders. The Company is
not a party to the Securities Purchase and Sale Agreement.
To
the
knowledge of management, there are no present arrangements or pledges of
securities of the Company which may result in a change in control of the
Company.
Directors,
Executive Officers, Promoters and Control Persons
The
Company’s directors serve until their successors are elected and qualified. The
Company’s officers are elected by the Board to a term of one (1) year and serve
until their successors are duly elected and qualified, or until they are removed
from office. The Board has no nominating, auditing or compensation
committees.
The
name,
address, age and position of the Company’s officers and directors are set forth
below:
(1)
On
January 10, 2008, Viktoria Vynnyk, the President, Chief Financial Officer and
Sole Director of the Company sold all of her 4,000,000 shares of the Company’s
common stock to Rudana Investment Group AG for $70,000. Ms. Vynnyk remained
the
Company’s sole officer and director.
(2)
Dr.
Augustine Fou has not yet commenced his service as a member of the Board. Dr.
Fou’s appointment will become effective ten (10) days after the date a Schedule
14f-1 regarding his appointment was disseminated to the Company’s
shareholders.
Biographies:
Viktoria
Vynnyk - Chief Executive Officer, President, Treasurer, Secretary and
Director
Viktoria
Vynnyk serves as the Company’s Chief Executive Officer, President, Treasurer,
Secretary and Director. Ms. Vynnyk has served as Director and Secretary of
the
Company since December 30, 2002. She has served as the Company’s Chief Executive
Officer, President and Treasurer since November 10, 2006. Since 1999, Ms. Vynnyk
has been the President of Viktoria Enterprises Ltd., a Vancouver based finance
company that specializes in micro-capital corporations. Prior to her engagement
with Viktoria Enterprises Ltd., Ms Vynnyk studied business at Simon Fraser
University in Vancouver, British Columbia. In connection with the sale of all
of
her shares of common stock to Rudana Investment Group AG, Ms. Vynnyk agreed
to
remain as an officer and director until a successor is identified and appointed.
Dr.
Augustine Fou - Director
The
Board
has appointed Dr. Augustine Fou to serve as an independent director of the
Company on April 29,
2008.
Dr. Fou earned his doctorate at the Massachusetts Institute of Technology
Department of Materials Science and Engineering, with a minor in the Management
of Technology from MIT's Sloan School of Management. Dr. Fou earned his BS
summa
cum laude in Chemistry from the University of Dallas. Dr. Fou has served as
a
consultant with McKinsey & Company. In 1996, Dr. Fou founded go-Digital
Internet Consulting Group, Inc. serving clients such as IBM, Victoria's Secret
Catalogue, the Federal Reserve Bank of New York, the Norwegian Trade Council,
the Ministry of Finance of the Government of Macao, the Canadian Consulate
General, and Gouvernement du Quebec. Dr. Fou then founded Marketing Science
Consulting Group, Inc. as a marketing service and consumer insights firm serving
clients as Pepsi, Dr Pepper / Seven Up, Frito Lay, Conde' Nast / SELF Magazine,
Liz Claiborne / Lucky Brand Dungarees, and Revlon.
Dr. Fou
is SVP, Digital Lead of MRM Worldwide, a McCann WorldGroup company. Dr.
Fou
also serves on the board of directors of 4C Controls Inc. and Kingston Mines
Ltd.
Family
Relationships
Neither
Dr. Fou nor Ms. Vynnyk have any family relationships with the Company’s other
officers or directors or persons nominated or chosen by the Company to become
officers or directors.
There
have been no transactions, since the beginning of the Company’s last fiscal
year, and there are no currently proposed transactions, in which the Company
was
or is to be a participant and the amount involved exceeds the lesser of $120,000
or one percent of the average of the Company’s total assets at year-end for the
last three completed fiscal years, and in which any related person had or will
have a direct or indirect material interest.
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors,
executive officers and persons who own more than 10% of the Company’s common
stock to file reports of ownership and changes in ownership of the Company’s
common stock with the Securities and Exchange Commission. Directors, executive
officers and persons who own more than 10% of the Company’s common stock are
required by Securities and Exchange Commission regulations to furnish to the
Company copies of all Section 16(a) forms they file.
Based
solely upon review of the copies of such reports received or written
representations from the reporting persons, the Company believes that during
the
fiscal year ended December 31, 2007 the Company’s directors, executive officers
and persons who own more than 10% of the Company’s common stock timely filed all
reports required by section 16(a) of the Securities Exchange Act of
1934.
Corporate
Governance
Audit
Committee and Charter
The
Company does not have a separately-designated audit committee of the Board.
Audit committee functions are performed by the Board. Neither the current nor
prospective member of the Board may be deemed to be independent.
Audit
Committee Financial Expert
None
of
the Company’s directors or officers have the qualifications or experience to be
considered an independent financial expert. The Company believes the cost
related to retaining an independent financial expert at this time is
prohibitive. Further, because of the Company’s limited operations, the Company
believes the services of a financial expert are not warranted. The Company
may
appoint an independent financial expert in the future.
Director
Independence
The
Company’s Board has determined that Dr. Fou will serve as an independent
director of the Company. The Company has adopted the standards for independence
contained in the Nasdaq Marketplaces Rules, Rule 4350(d) and Rule
4200(a)(15).
Board
Meetings and Committees; Annual Meeting Attendance
There
were no meetings of the Board during the last full fiscal year and the Board
conducted all Board actions by written consent. The Company did not hold an
annual meeting of the Company’s security holders during the prior fiscal year
and does not have a policy requiring attendance by members of the
Board.
5
Nominating
Committee
The
Board
does not have a separately designated nominating committee. The Board has
considered all potential nominees to date. At the present time, the Board has
not adopted a nominating committee charter. The Board anticipates adopting
a
nominating committee charter and formal policies regarding the nomination of
directors in the immediate future.
Compensation
Committee
The
Company does not currently have a separately-designated compensation committee.
As the Company has never paid compensation to its officers and directors, a
committee of this nature has been deemed unnecessary. The Company intends to
review the need to form such a committee in the immediate future, prior to
paying compensation to any officer or director.
Shareholder
Communications
Any
shareholder may communicate directly to the Board by sending a letter to the
Company’s address of record.
Executive
Compensation
From
the
Company’s inception on December 18, 2002, through the date of this Information
Statement, no compensation has been paid to the Company’s officers and
directors, including salary, bonus, stock or option awards or otherwise. No
director, officer or other employee of the Company has received any equity
awards in connection with their services to the Company. The Company has
therefore omitted any tables reflecting Summary Compensation, Outstanding Equity
Awards at Fiscal Year-End and Director Compensation, as each of the
aforementioned is inapplicable.
Dr.
Fou’s
compensation for serving as a member of the Board will be $24,000 per
annum.
[Signature
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6
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the Company has
caused this Information Statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
