UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
PRIME
SUN
POWER INC.
Common
Stock
(Title
of
Class of Securities)
74163E
10
7
(CUSIP
Number)
Arimathea
Limited
22
Athol
Street
Douglas
IM1
1JA,
Isle of Man
011
44
01624 675610
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
September
19, 2008
(Date
of
Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the Schedule, including all exhibits. See ss 240.13d-7 for other parties
to
whom copies are to be sent.
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No.
74163E 10 7
(1)
Names
and I.R.S. Identification Nos. (entities only) of reporting
persons.
Arimathea
Limited
000000000
(2)
Check
the appropriate box if a member of a group (see instructions)
(a)
x
(b)
o
(3)
SEC
use only.
(4)
Source of funds (see instructions).
OO
(5)
Check
if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e).
o
(6)
Citizenship or place of organization.
Isle
of
Man
(7)
Sole
voting power:
3,294,250
(1)
(8)
Shared voting power:
0
(9)
Sole
dispositive power:
3,294,250
(1)
(10)
Shared dispositive power:
0
(11)
Aggregate amount beneficially owned by each reporting person.
3,294,250
(1)
(12)
Check if the aggregate amount in Row (11) excludes certain shares (see
instructions).
o
(13)
Percent of class represented by amount in Row (11).
8.2%
(2)
(1)
Arimathea Limited directly owns
3,294,250
shares
of the common stock of Prime Sun Power Inc. (the "Company"). Such amount
excludes shares which may be issuable on a contingent basis to Arimathea
pursuant to a warrant under which Arimathea may purchase 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 warrant exercise
price of $1.62 per share. The warrant will have an exercise term of 3 years.
(2)
Such
percentage is based on Arimathea Limited’s ownership of
3,294,250
shares
of the common stock of the Company, and is calculated on the basis of
40,114,900
issued
and outstanding shares of the Company’s common stock on September 17, 2008, as
advised by the Company to Arimathea Limited on such date.
(14)
Type
of reporting person (see instructions).
CO
Item
1.
Security and Issuer.
The
Company is located at
104
Summit Ave, Summit, NJ 07902-0080.
This
Schedule 13D refers to shares of the Company’s common stock held by Arimathea
Limited (“Arimathea”), as described in further detail in Item 5 hereof, which
Item is incorporated herein by reference thereto.
Item
2.
Identity and Background.
(a)
The
name of the Reporting Person is Arimathea Limited.
(b)
Business Address:
Arimathea
Limited
22
Athol
Street
Douglas
IM1
1JA,
Isle of Man
(c)
Principal Occupation:
Arimathea
Limited is an international corporate development and advisory company.
(d)
Arimathea Limited has not, during the five years prior to the date hereof,
been
convicted in a criminal proceedings (excluding traffic violations or similar
minor violations).
(e)
Arimathea Limited has not, during the five years prior to the date hereof,
been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, U.S. federal or state securities laws or
finding any violation with respect to such laws.
(f)
Citizenship/Jurisdiction of Organization:
Isle
of
Man
Item
3.
Source and Amount of Funds or Other Consideration.
Arimathea
Limited paid a total of $4,500,000 in a private transaction which included
acquisition of 3,270,000 shares of the Company’s common stock. Arimathea Limited
paid such amount from loans made to Arimathea by Rudana Investment Group AG,
the
majority shareholder of the
Company
.
Arimathea is a consultant and service provider to the Company in respect of
corporate development and corporate finance matters. Arimathea is not an
affiliate of Rudana Investment Group AG or the Company.
Arimathea
Limited paid $24,500 on September 19, 2008 and $24,925.20 on September 22,
2008
to acquire (i) 12,000 shares of the Company’s common stock and (ii) 12,250
shares of the Company’s common stock in two open market transactions. The source
of the capital used to make these transactions was the working capital of
Arimathea.
Item
4.
Purpose of Transaction.
Arimathea
is a consultant and service provider to the Company in respect of corporate
development and corporate finance matters. Arimathea has determined that it
would be economically advantageous and in its best interests to acquire shares
of Company common stock in a private transaction negotiated with a block seller
of the shares. Arimathea engages in the continuous review of its investments
and, subject to developments with respect to the Company, future evaluations
of
the business of the Company and its prospects and upon other developments,
including, without limitation, general economic and business conditions, stock
market conditions and alternative investment opportunities, may consider and
determine to effect the purchase or sale of the Company common stock, or to
engage in discussions regarding and determine to effect other transactions
involving the Company. In connection with the above-referenced periodic review
of its investments, Arimathea may in the future either (i) acquire additional
shares of the Company’s common stock; or (ii) dispose of shares of common stock
from time-to-time.
Except
as
otherwise set forth above, no Reporting Person has any present plan or proposal
that relates to or would result in:
(a)
The acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the Issuer or any of its
subsidiaries;
(d)
Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to
fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the
Issuer;
(f)
Any other material change in the Issuer’s business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the Investment Company
Act
of 1940;
(g)
Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any
person;
(h)
Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i)
A class of equity securities of the Issuer becoming eligible for termination
of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934; or
(j)
Any action similar to any of those enumerated above.
Item
5.
Interest in Securities of the Issuer.
|
(a) Name
|
|
Shares Beneficially Owned
|
|
Percentage
|
|
Arimathea Limited
|
|
3,294,250
|
|
8.2% (1)
|
|
|
|
|
|
|
|
(b) Name
|
|
Sole Voting Power
|
|
|
|
Arimathea Limited
|
|
3,294,250
|
|
|
(1)
Such
percentage is based on Arimathea Limited’s ownership of
3,294,250
shares
of the common stock of the Company, and is calculated on the basis of 40,114,900
issued and outstanding shares of the Company’s common stock on September 17,
2008, as advised by the Company to Arimathea Limited on such date.
(c)
This
Schedule 13D relates to the following transactions:
(i)
Pursuant to a Stock Sale Agreement, by and between ViewTrade Securities Inc.,
Black Sea Trading, Inc., and Arimathea Limited, dated as of August 19, 2008
(the
“Stock Sale Agreement”), Arimathea has paid a total of $4,500,000 in a
transaction which included 3,270,000 shares of the Company’s common stock.
Arimathea is a consultant and service provider to the Company in respect of
corporate development and corporate finance matters. Arimathea paid for the
shares through loans in the same amount granted by Rudana Investment Group
AG,
the majority shareholder of Company. Arimathea is not an affiliate of Rudana
Investment Group AG or the Company. Pursuant to the Stock Sale Agreement,
Arimathea paid the purchase price in five weekly installments, on each of August
20, 2008, August 27, 2008, September 3, 2008, September 10, 2008 and September
17, 2008. The shares of the Company were transferred by the Seller to Arimathea
on September 19, 2008.
(ii)
Arimathea Limited paid $24,500 on September 19, 2008 and $24,925.20 on September
22, 2008 to acquire (i) 12,000 shares of the Company’s common stock and (ii)
12,250 shares of the Company’s common stock in two open market transactions. The
source of the capital used to make these transactions was the working capital
of
Arimathea.
(d)
N/A
(e)
N/A
Item
6.
Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
N/A
Item
7.
Material to be Filed as Exhibits.
|
99.1
|
|
Stock Sale Agreement, by and between
ViewTrade Securities Inc., Black Sea Trading, Inc., and Arimathea Limited,
dated as of August 19, 2008.*
|
|
|
|
|
|
99.2
|
|
Form
of Loan Agreement, by and Between Rudana Investment Group AG and
Arimathea
Limited. *
|
*
Certain
confidential information contained in such document has been omitted pursuant
to
a request for confidential treatment submitted to the U.S. Securities and
Exchange Commission (“Commission”) as of the date hereof. A complete copy
of such material agreements has been submitted to the Commission.
[Signature
Page Follows]
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
October 1, 2008
Arimathea
Limited
|
|
|
|
|
|
|
By :
|
/s/
D.L.
Hammond
|
|
|
|
|
|
Name:
D.L.
Hammond
|
|
|
|
|
|
Title:
Authorised
Officer, for and on behalf of Wilton Director (IOM) Limited
Sole
Corporate Director of Arimathea Limited
|
|
The
original statement shall be signed by each person on whose behalf the statement
is filed or his authorized representative. If the statement is signed on behalf
of a person by his authorized representative (other than an executive officer
or
general partner of the filing person), evidence of the representative's
authority to sign on behalf of such person shall be filed with the statement:
provided, however, that a power of attorney for this purpose which is already
on
file with the Commission may be incorporated by reference. The name and any
title of each person who signs the statement shall be typed or printed beneath
his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See 18 U.S.C. 1001)
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