3Power Energy Group Inc (PSPW)

[HDOGTX]

PSPW 8k Item 1.01 Entry into a Material Definitive Agreement.


On January 24, 2011, Prime Sun Power Inc. (“PSP”) entered into a Term Sheet (the “Term Sheet”) with Seawind International Ltd., (“Seawind” and together with PSP, the “Parties”). Subject to the terms and conditions set forth in the Term Sheet, PSP shall acquire Seawind (such transaction is referred to herein as the “Acquisition”). The target closing date for the Acquisition is February 25, 2011. The Parties have agreed that after the closing of the Acquisition, PSP will change its name to “3Power Energy Group Inc.” Following the closing of the Acquisition, 3Power Energy Group Inc. expects to shift its executive offices to Plymouth and London, United Kingdom.


For purposes of consummating the Acquisition, PSP shall increase its authorized share capital to 200,000,000 shares prior to issuing shares in exchange for the interests of Seawind. Rudana Investment Group AG (“Rudana”), the majority shareholder of PSP, shall, prior to the closing of the Acquisition, contribute into the new PSP structure certain Hydro power projects described in the Term Sheet. At the closing of the Acquisition, Seawind shall tender all of the issued and outstanding shares of Seawind to PSP, and PSP shall issue to the owners of Seawind shares equal in amount to the number of shares owned by Rudana.


The Parties have agreed to utilize their best efforts to facilitate initial financing and fund-raising by 3Power Energy Group Inc., up to the amount of Fifty Million U.S. Dollars ($50,000,000). The proceeds of such financing shall be allocated by 3Power Energy Group Inc. among solar, hydro and wind projects.


Following the closing of the Acquisition, the Board of Directors of 3Power Energy Group Inc. shall consist of five directors, with two Directors to be nominated by each of Rudana and Seawind, and a fifth director to be nominated by Rudana subject to acceptance by Seawind.


PSP and Seawind will use commercially reasonable efforts to complete a mutually agreeable definitive Acquisition agreement containing customary representations, warranties, covenants and ancillary agreements as soon as reasonably possible. Rudana and the Seawind principals also intend to enter into a shareholders agreement. The closing of the Acquisition will also be subject to completion of satisfactory legal due diligence and completion of the 2010 audit of the Seawind financial statements.


Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. These forward-looking statements are based upon currently known facts and available competitive, financial, and economic data, as well as management's views and assumptions regarding future events. Such forward-looking statements are inherently uncertain. Actual results may differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. PSP cannot provide assurances that any of the transactions or prospective matters described in this Current Report on Form 8-K will be successfully completed or that PSP will realize the anticipated benefits of any transactions. Various risk factors that may affect our business, results of operations and financial condition are detailed from time to time in the Current Reports on Form 8-K and other filings made by PSP with the U.S. Securities & Exchange Commission. PSP undertakes no obligation to update information contained in this Current Report on Form 8-K.