tcpower_10-qsba113007.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-QSB, Amendement No. 1
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Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of
1934 FOR
THE QUARTERLY PERIOD ENDED NOVEMBER 30,
2007 |
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OR
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o |
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For
the transition period from _____ to
_____
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Commission
file number: 333-147365
TC
POWER MANAGEMENT CORP.
(Exact
name of registrant as specified in its charter)
Nevada
(State
of
other jurisdiction of incorporation or organization)
------------
(IRS
Employer Identification Number)
PO
Box
132
Providenciales,
Turks and Caicos Islands
(Address
of principal executive offices)
(649)
231-6559
Registrant's
telephone number, including area code)
Check
whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90
days. Yes x
No
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x
No o
State
the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practicable date: January 15, 2008: 5,000,000 common
shares outstanding.
Transitional
Small Business Disclosure Format (Check
one): Yes o No x
EXPLANATORY
NOTE
We
are filing this amendment to our Quarterly
Report
on Form 10-QSB,
originally
filed with the Securities and Exchange Commission on January 18,
2008, solely for the purpose of correcting a clerical error, namely, in the
balance
sheet,
the total
liabilities and stockholders’
deficit
should
have been 420 and
not
450.
PART
I - FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company
Balance
Sheet
November
30, 2007
ASSETS
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CURRENT
ASSETS
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Cash
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$ |
420 |
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Total
Current Assets
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420 |
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TOTAL
ASSETS
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$ |
420 |
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LIABILITIES
AND STOCKHOLDERS’ DEFICIT
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CURRENT
LIABILITIES
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Related
party loan payable
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$ |
5,774 |
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Total
Current Liabilities
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5,774 |
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Total
Liabilities
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5,774 |
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STOCKHOLDERS’
DEFICIT
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Common
stock, $0.001 par value, authorized 100,000,000 shares; 5,000,000
shares
issued and outstanding
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5,000 |
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Additional
paid in capital (deficit)
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(4,500 |
) |
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Deficit
accumulated during the development stage
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(5,854 |
) |
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Total
Stockholders’ Deficit
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(5,354 |
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TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ |
420 |
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The
accompanying notes are an integral part of these financial
statements.
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company)
Statement
of Expenses
Three
Months Ended November 30, 2007 and Period from
February
13, 2007, (Inception) through November 30, 2007
(Unaudited)
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3
months ended
November
30, 2007
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Inception
to
November
30, 2007
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OPERATING
EXPENSES
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General
and administrative
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880 |
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5,854 |
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Total
Operating Expenses
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880 |
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5,854 |
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NET
LOSS
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$ |
(880 |
)
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$ |
(5,854 |
)
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BASIC
AND FULLY DILUTED (LOSS) PER SHARE
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$ |
(0.00 |
)
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WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
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5,000,000 |
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The
accompanying notes are an integral part of these financial
statements.
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company)
Statement
of Cash Flows
Three
Months Ended November 30, 2007 and Period from
February
13, 2007, (Inception) through November 30, 2007
(Unaudited)
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3
months ended
November
30, 2007
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Inception
to
November
30, 2007
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net
loss
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$ |
(880 |
)
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(5,854 |
)
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Adjustments
to reconcile net loss to net cash used in operating
activities:
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- |
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- |
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| Changes
in operating assets and liabilities |
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Accounts payable
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(3,608 |
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- |
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Net
Cash (Used in) Operating Activities
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(4,488 |
) |
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(5,854 |
) |
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds
from issuance of common stock
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- |
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500 |
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Proceeds
from related party loan
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4,408 |
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5,774 |
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Net
Cash Provided by Financing Activities
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4,408 |
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6,274 |
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NET
CHANGE IN CASH
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(80 |
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420 |
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Cash
balance, beginning of period
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500 |
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- |
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Cash
balance, ending of period
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420 |
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420 |
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NON-CASH
INVESTING AND FINANCING ACITIVIES:
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Cash
Paid For:
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Interest
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$ |
- |
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Income Taxes
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$ |
- |
|
The
accompanying notes are an integral part of these financial
statements.
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company)
Notes
to the Financial Statements
November
30, 2007 and August 31, 2007
(Unaudited)
NOTE
1
- BASIS OF PRESENTATION
The
accompanying unaudited interim financial statements of TC Power Management
Corp., have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission, and should be read in conjunction with the audited
financial statements and notes thereto contained in TC Power’s Form SB-2. In the
opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the
results of operations for the interim periods presented have been reflected
herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes
to
the financial statements that would substantially duplicate the disclosure
contained in the audited financial statements for fiscal year 2007, as reported
in the Form SB-2, have been omitted.
Note
2.
Going Concern
As
set
forth on the TC Power’s balance sheet, its assets total $420. These funds
represent the amount paid by TC Power’s officer/director for his common shares
less various operating expenses. This amount does not provide adequate working
capital for TC Power to successfully operate its’ business and to service its
debt. This raises substantial doubt about its ability to continue as a going
concern. Continuation of TC Power as a going concern is dependent upon obtaining
additional working capital. Management believes that TC Power will be able
to
operate for the coming year by obtaining additional loans from Mr. Douglas
and
from equity funding, via proceeds raised from the offering set forth in this
prospectus. However there can be no assurances that management’s plans will be
successful.
ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
The
following discussion of the financial condition and results of operations of
the
Company should be read in conjunction with the financial statements and the
related notes thereto included elsewhere in this quarterly report for the period
ended November 30, 2007. This quarterly report contains certain forward-looking
statements and the Company's future operating results could differ materially
from those discussed herein. Certain statements contained in this Report,
including, without limitation, statements containing the words "believes",
"anticipates," "expects" and the like, constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of
the Company to be materially different from any future results, performance
or
achievements expressed or implied by such forward-looking statements. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update
any
such factors or to announce publicly the results of any revisions of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.
The
Company was incorporated in the State of Nevada on February 13, 2007. The
Company remains in the development stage of its business of providing consulting
services to private and public entities seeking assessment, development, and
implementation of energy generating solutions. The Company owns a website
through which it intends to promote its services.
The
Company is in the development stage and will continue to be in the development
stage until the Company generates significant revenue from its business
operations. To date, the Company has not generated any revenues. At November
30,
2007, the Company has nominal cash on hand and will be dependent upon raising
capital through the sale of its common stock to maintain its existence and
finance operating losses for the foreseeable future. Management intends to
offer
for sale additional common stock, however, there is no assurance that it will
be
successful in raising funds necessary to maintain operations, or that a
self-supporting level of operations will ever be achieved. The likely outcome
of
these future events is indeterminable. In a development stage company,
management devotes most of its activities to developing a market for its
business. The ability of the Company to emerge from the development stage with
respect to its planned principal business activity is dependent upon its ability
to secure market acceptance of its business plan and to generate significant
revenue. There is no guarantee that the Company will be able to complete any
of
the above objectives and attain profitability. These factors raise substantial
doubt regarding the Company's ability to continue as a going concern. The
financial statements do not include any adjustments to reflect the possible
future effect on the recoverability and classification of the assets or the
amounts and classification of liabilities that may result from the outcome
of
this uncertainty.
On
November 27, 2007, the Securities and Exchange Commission issued an order
declaring the Company's SB-2 Registration Statement effective pursuant to
section 8(a) of the Securities Act of 1933, as amended. Thereafter, the Company
commenced offering its stock for sale to the public at a price of $0.10 per
share with a no minimum, 2,000,000 maximum shares to be sold and issued. As
of
the date of filing this Form 10-QSB, the Company's offering remains
open.
We
are a
start-up stage corporation and have not commenced operations nor generated
or
realized any revenues from our business operations. Our auditors have issued
a
going concern opinion. This means that our auditors believe that there is
substantial doubt as to whether we can continue as an on-going business for
the
next twelve months unless we obtain additional capital to pay our bills. This
is
because we have not generated any revenues and no revenues are anticipated
until
after we complete our offering and thereafter complete publication and
distribution of our marketing/promotional material and
attract
clientele.
Consequently, we will need to raise cash from sources other than operations.
Our
only other source of cash at this time is investments by others in our company
and loans from our officers/directors. We must raise cash to implement our
business plan and commence operations.
Even
if
we raise the maximum amount of money in our offering, we are not certain as
to
how long the money raised will satisfy our needs. However, we do believe that
funds raised will last for at least 10 to 12 months. We do not expect to begin
operations until after we have completed our offering. We believe that we will
be able to raise enough money through our offering to commence operations but
we
cannot guarantee that, once operations commence, we will remain in business.
Should our cash requirements exceed our revenues, if any, then we will have
to
raise additional funds in order to continue operations of our business. Thus,
it
is possible that we will need to raise additional funds during the next twelve
months otherwise our business may fail. Presently, we have not made any
arrangements to raise additional cash, other than through our initial
offering.
If
we
need additional cash and cannot raise it then we will either have to suspend
operations until we do raise the cash or cease operations entirely. If we raise
the maximum amount of funds through our offering, then we believe that the
funds
will allow us to operate for approximately 10 to 12 months. If we need
additional funds, then we will need to find alternative sources, such as a
second public offering, a private placement of securities, or loans from our
officers or others in order for us to maintain our operations. Other than as
described in this paragraph, we have no other financing
plans.
Plan
of Operation
The
following plan of operation should be read in conjunction with our unaudited
consolidated financial statements and the notes thereto.
Assuming
we raise the maximum amount in our initial public offering (i.e., $200,000),
then we believe that we can satisfy our cash requirements during the next 10
to
12 months. During the next 10 to 12 months, we anticipate securing clients
under
contract with the Company for the purpose of providing consulting services
in
the energy industry. We do not expect to conduct product research and/or
development; purchase or sell plant or significant equipment; nor significantly
change the number of our employees during the next 12 months. Upon completion
of
our public offering, our specific goals are to provide consulting services
to
private and public entities seeking assessment, development, and implementation
of energy generating solutions. More specifically, we intend for our services
to
include: (1) assessing the current condition of the energy market with regard
to
supply and demand and forecasting future energy needs for our client’s customer
base; and (2) based on our assessment, working with clients to develop and
implement strategic planning. Our services will assist clients with meeting
current and future energy generation needs in an economical, efficient, and
profitable manner.
We
intend
to accomplish the foregoing through the following
milestones:
1.
Complete our public offering. We believe that we will raise sufficient capital
necessary to commence operations. We anticipate that this could take up to
180
days from November 27, 2007, the date that the Securities and Exchange
Commission declared our registration statement effective. We will not begin
operations until after we have closed this offering. We intend to give full
effort in raising the maximum amount in our initial public
offering.
2.
After completing our offering, we expect to complete development of our website
within 90 days and completion and commencement of implementation of our
marketing/promotional strategy.
3.
Our business strategy involves concentrating on providing consulting services
to
private and public entities seeking assessment, development, and implementation
of energy generating solutions. More specifically, we intend for our services
to
include: (1) assessing the current condition of the energy market with regard
to
supply and demand and forecasting future energy needs for our client's
customer
base;
and
(2) based on our assessment, working with clients to develop and implement
strategic planning. Our services will assist clients with meeting current and
future energy generation needs in an economical, efficient, and profitable
manner.
We
believe that success in our industry is primarily determined by skills,
knowledge and experience related to the energy industry in general. In
particular, success will be determined by the ability to accurately assess
current energy needs, assess future energy needs and sources, develop
and
implement
plans to meet those needs, and access to funds for the purpose of operating
the
business.
We
are a
development stage company comprised of a sole officer/director. Our
officer/director, Mr. Douglas, has a certain degree of knowledge and experience
related to electrical and natural gas energy generation, employee management
and
training, and business. We believe that this knowledge and experience, together
with is contacts in the energy industry, provide Mr. Douglas with the background
and qualifications required to attract clientele and, in doing so, generate
revenue for the company. Mr. Douglas has been directly involved, in one or
more
capacities, in the energy industry since 1990.
However,
despite the background of Mr. Douglas, there is no assurance that the company
will be able to establish its' own niche and thereafter maintain a competitive
position against current and future competitors, especially those who have
longer operating histories, more experienced management, stronger marketing
resources, and/or more contacts within the energy industry. In addition, our
competitors likely have more financial resources than us as we do not have
funds
required to commence operations of our business and there is no guarantee that
we will ever have funds that will allow us to commence
operations.
Mr.
Douglas will be primarily responsible for attracting clientele, assessing client
energy needs, developing and implanting strategic plans on behalf of clientele,
and overseeing the company's business concerns. The company expects to generate
revenue through fees earned from consulting work rendered to clientele. As
of
the date of filing this Form 10-QSB, we have not commenced with provision of
any
consulting services nor have we secured any clientele under contract to the
Company.
4.
Initially, because of Mr. Douglas' knowledge of Caribbean countries, our target
market will include private and public energy companies located in Caribbean
countries.
We do not need to pursue nor satisfy any special licensing or regulatory
requirements before establishing or delivering our intended services other
than
requisite business licenses. If new government regulations, laws, or licensing
requirements are passed in any jurisdiction that would cause us to restrict
or
eliminate delivery of any of our intended services, then our business would
suffer. For example, if we were required to obtain a government issued license
for the purpose of providing consulting services, then we could not guarantee
that we would qualify for such license. If such a licensing requirement existed,
and we were not able to qualify, then our business would suffer. Presently,
to
the best of our knowledge, no such regulations, laws, or licensing requirements
exist or are likely to be implemented in the near future in countries with
a
democratic political system, that would reasonably be expected to have
a
material
impact on or sales, revenues, or income from our business
operations.
5.
Initially, Mr. Douglas will promote our services. He will discuss our services
with his contacts in the energy industry. We anticipate utilizing several other
marketing activities in our attempt to make our services known to those
operating in the energy industry and to attract clientele. These marketing
activities will be designed to inform potential clients about the benefits
of
using our services and will include the following: development and distribution
of marketing literature; direct mail and email; participation at industry
events; advertising; promotion of our web site; and industry analyst
relations.
6.
As of the date of this Form 10-QSB, we cannot state with certainty precisely
the
number of clients we expect to represent. As of the date of this Form 10-QSB,
the company has not entered into any
agreements
with any clientele. If and when clientele agree to be represented by us, then
our fees would be derived from consulting services. A fixed fee would be charged
to clients. The fee amount would depend on the type of work undertaken and
the
scope of engagement, i.e., specific work undertaken, complexity, and timeline
for completion. If we are not able to attract clientele to utilize our services
and, consequently, do not generate revenue, then we will have to suspend or
cease operations. If we cease operations, then we do not know what we will
do
and we do not have any plans to do anything else.
Limited
Operating History; Need for Additional Capital
There
is
no historical financial information about us upon which to base an evaluation
of
our performance. We are a development stage corporation and have not
generated any revenues. We cannot guarantee that we will be successful in our
business operations. Nor can we guarantee that we will even commence business
operations. Our business is subject to risks inherent in the establishment
of a
new business enterprise, including limited capital resources and possible cost
overruns due to inflated expenditures. To become profitable and competitive,
we
have to attract a sufficient number of clientele who are willing to retain
the
services of the Company.
From
Inception on February 13, 2007 to November 30, 2007
During
the period that we incorporated the company, retained an attorney and an auditor
for the purpose of preparing our Registration Statement, and we developed a
business plan. We have registered the domain name www.tcpowercorp.com but have
not completed development of this web site. Our loss since the date of inception
to November 30, 2007, is $5,854. This sum has been applied primarily to company
registration, audit fees, legal fees, and general administrative costs. Our
liabilities are $5,774 (i.e., accrued liabilities and loans advanced to the
Company from our director). We have not started our proposed business operations
and do not expect to do so until after we have completed our offering. We expect
to begin operations after completion of our offering.
Since
inception, we have issued 5,000,000 shares of common stock to our one
officer/director for a total of $500.
On
November 27, 2007, the Securities and Exchange Commission issued an order
declaring our SB-2 Registration Statement effective pursuant to section 8(a)
of
the Securities Act of 1933, as amended.
Liquidity
and Capital Resources
As
of the
date of this report, we have yet to generate any revenues from our business
operations.
As
of
November 30, 2007, our total assets were $420 in cash and our total liabilities
were $5,774, which is comprised of accrued liabilities and loans advanced to
the
Company from Gordon Douglas, our sole officer/director for the purpose of paying
the cost of company registration, accounting fees, legal fees, filing fees,
courier fees, and registering our domain name.
Item
3. Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Company's Securities Exchange Act
of
1934 reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.
Our
management carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(e). Based upon the foregoing, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in connection with the filing
of this Quarterly Report on Form 10-QSB for the quarter ended November 30,
2007.
There
were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls subsequent to the date
of
their evaluation, including any significant deficiencies or material weaknesses
of internal controls that would require corrective action.
Part
II. OTHER INFORMATION
Item
6. Exhibits and Reports on Form 8-K.
(a)
Reports on Form 8-K
No
reports on Form 8-K were filed during the quarter for which this report is
filed.
(b)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
caused this report to be signed on its behalf by the undersigned thereunto
duly
authorized
| |
TC
POWER MANAGEMENT
CORP. |
|
| |
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|
January
23, 2008
|
By:
|
/s/
Gordon W. Douglas |
|
| |
|
Gordon
W. Douglas |
|
| |
|
President,
Chief Executive Officer, Chief Financial Officer,
Principal Accounting
Officer,
Secretary, Treasurer,
and a member of the
Board of
Directors
|
|
| |
|
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|