3SOF

Entry into a Material Definitive Agreement, Financial Statements and Exhibits



Item 1.01 Entry into a Material Definitive Agreement.
On March 10, 2011, Prime Sun Power Inc. (the "Company"), recently rebranded as 3Power Energy Group, entered into a Financing and Security Agreement with CR&P Holding S.p.A., an Italian investment group, for a $50 million secured loan. The Company intends to use the facility to finance photovoltaic, wind and hydro power plant development projects and prospective acquisitions in Italy, France Turkey, Albania and Chile. The proceeds of the loan will principally be utilized to finance the equity portion of the first projects from the Company's existing pipeline as well as to cover some of the Company's operational expenses and predevelopment costs.

The loan is being made available to the Company at a fixed rate of 5% per annum for a period of 10 years. In addition, the lender will also receive 20% of the annual net profits derived from each project for the duration of the loan. The loan will be secured by the assets of each special purpose project subsidiary holding company. Each draw of the loan amount by the Company will be subject to customary due diligence by the lender. 3Power management is coordinating with CR&P in regard to the selected projects details and use of loan proceeds information in order to finalize the loan proceeds disbursement plans.