tcpowerform10qa113008.htm
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A,
Amendment No. 1


[X]
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2008

           OR 
 
[   ]
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from        to 
 
Commission file number: 000-53232

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 [    ]

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer o
Accelerated filer o
Non-accelerated filer o     (Do not check if a smaller reporting company)
Smaller reporting company x 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ X ] No [   ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  January 14, 2009: 6,120,850 common shares outstanding.

 
1

 
EXPLANATORY NOTE
 
TC Power Management Corp. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the period ended November 30, 2008 to include certain changes to our cover page and certain items of Form 10-Q which were inadvertently omitted. Except as set forth herein, no changes are made to our Quarterly Report on Form 10-Q for the period ended November 30, 2008.
 
 
PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements of TC Power Management Corp. (“TC Power”) 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 (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in TC Power’s Form 10-KSB filing with the SEC. 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 are not necessarily indicative of the results that may 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 2008 as reported as reported in the Form 10-KSB filing with the SEC have been omitted.

 
TC POWER MANAGEMENT CORP.
(A Development Stage Company)
Balance Sheets
(Unaudited)
 
 
ASSETS
 
   
November 30, 2008
    
August 31, 2008
  
CURRENT ASSETS
            
    Cash
  
$
62,315
    
$
62,345
  
                 
TOTAL ASSETS 
  
$
62,315
    
$
62,345
  
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
   
November 30, 2008
    
August 31, 2008
  
CURRENT LIABILITIES 
            
    Accounts payable 
  
$
3,500
    
$
-
  
    Related party loan payable 
    
11,704
      
11,704
  
                 
TOTAL LIABILITIES 
    
15,204
      
11,704
  
                 
STOCKHOLDERS' EQUITY 
                
                 
    Common stock, $0.001 par value, 100,000,000 shares authorized, 6,120,850 shares issued and outstanding 
    
6,121
      
6,121
  
    Additional paid-in capital 
    
106,464
      
106,464
  
    Deficit accumulated during the development stage 
    
(65,474
) 
    
(61,944
) 
                 
    Total Stockholders' Equity 
    
47,111
      
50,641
  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 
  
$
62,315
    
$
62,345
  

The accompanying notes are an integral part of these financial statements.
 
2
 
TC POWER MANAGEMENT CORP.
(A Development Stage Company)
Statements of Expenses
Three Months Ended November 30, 2008 and 2007 and Period from
February 13, 2007 (Inception) through November 30, 2008
(Unaudited)
 
 
   
3 months ended November 30, 2008
    
3 months ended November 30, 2007
    
Inception to November 30, 2008
  
OPERATING EXPENSES 
                  
    General and administrative     
    
3,530
      
880
      
65,574
  
                         
NET LOSS 
  
$
(3,530
) 
  
$
(880
) 
  
$
(65,474
) 
                         
BASIC AND FULLY DILUTED LOSS PER SHARE 
  
$
(0.00
) 
  
$
(0.00
) 
    
N/A
  
                         
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 
    
6,125,850
                  
                         
 
 
The accompanying notes are an integral part of these financial statements.
 
3
 

TC POWER MANAGEMENT CORP.
(A Development Stage Company)
Statement of Cash Flows
Three Months Ended November 30, 2008 and Period from
February 13, 2007, (Inception) through November 30, 2008
(Unaudited)
 
 
   
3 months ended November 30, 2008 
    
3 months ended November 30, 2007
    
Inception to November 30, 2008
  
CASH FLOWS FROM OPERATING ACTIVITIES 
                  
                   
    Net loss 
  
$
(3,530
)  
  
$
(880
) 
  
$
(65,474
) 
    Adjustments to reconcile net loss to net cash used in operating activities: 
                        
    Changes in operating assets and liabilities 
                        
    Accounts payable 
    
3,500
      
(3,608
) 
    
3,500
  
    Net Cash Used in Operating Activities 
    
(30
) 
    
(4,488
) 
    
(61,974
) 
                         
CASH FLOWS FROM FINANCING ACTIVITIES 
                        
    Proceeds from issuance of common stock 
    
-
      
-
      
112, 585
  
    Proceeds from related party loan 
    
-
      
4,408
      
11,704
  
                         
    Net Cash Provided by Financing Activities 
    
-
      
4,408
      
124,289
  
                         
NET CHANGE IN CASH 
    
(30
) 
    
(80
) 
    
62,315
  
                         
Cash balance, beginning of period 
    
62,345
      
500
      
-
  
                         
Cash balance, ending of period 
  
$
62,315
    
$
420
    
$
62,315
  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES: 
                        
                         
Cash Paid For: 
                        
                         
Interest 
  
$
-
    
$
-
    
$
-
  
Income taxes 
  
$
-
    
$
-
    
$
-
  
                         
 
 

 
The accompanying notes are an integral part of these financial statements.
 
4
 

TC POWER MANAGEMENT CORP.
(A Development Stage Company)
 Notes to the Financial Statements
November 30, 2008 and August 31, 2008
(Unaudited)

NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION

The financial statements presented are those of TC Power Management Corp. (the Company). The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s most recent audited financial statements. Operating results for the three months ended November 30, 2008 are not necessarily indicative of the results that may be expected for the year ending August 31, 2009.

NOTE 2 - RELATED PARTY TRANSACTIONS

Accounts and Notes Payable

As of November 30, 2008, the Company had a note payable to an officer totaling $11,704. The note is unsecured, bears no interest and is due upon demand.

Commitments

We use the home of Gordon Douglas for our offices on a rent free month to month basis.

NOTE 3 - GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operating costs. Additionally, the Company has accumulated significant losses. All of these items raise substantial doubt about its ability to continue as a going concern.

Management's plans with respect to alleviating the adverse financial conditions that raise substantial doubt about the Company's ability to continue as a going concern are as follows:

The Company's current assets are not deemed to be sufficient to fund ongoing expenses related to the start up of planned principal operations. If the Company is not successful in the start up of business operations that produce positive cash flows from operations, the Company may be forced to raise additional equity or debt financing to fund its ongoing obligations and cease doing business.

Management believes that the Company will be able to operate for the coming year by using proceeds raised from an offering of its common stock. However, there can be no assurances that management's plans will be successful. If additional funds are raised through the issuance of equity securities, the percentage ownership of the Company's then-current stockholders would be diluted. If additional funds are raised through the issuance of debt securities, the Company will incur interest charges until the related debt is paid off.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
 
 
5

 
 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, 2008. 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. The ability of the Company to emerge from the development stage with respect to its planned principal operations is dependent upon its ability to secure market acceptance of its business plan and to generate sufficient revenue through operations and/or raise additional funds. There is no guarantee that the Company will be able to complete any of the above objectives and, even if it does accomplish certain objectives, there is no guarantee that the Company will attain profitability. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. In their report letter dated December 1, 2008, our auditors issued a going concern opinion. This means that our auditors believed there was substantial doubt as to whether we can continue as an on-going business. 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.

To date, the Company has not generated any revenues. At November 30, 2008, the Company had $62,315 in cash and $15,204 in liabilities. In the event that the Company proceeds with implementing its planned activities, we anticipate that cash reserves will be exhausted within approximately three to six months if sufficient revenue is not generated during this time. For the Company to remain in business for more than three to six months, we believe that we will need to raise additional funds through loans and/or equity financing. 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 need additional funds, we will need to find alternative sources, such as a second public offering, a private placement of securities, or loans from management or others in order for us to maintain our operations. Other than as described in this paragraph, we have no other financing plans and have not made any arrangements to raise additional cash.

Financial Condition, Liquidity and Capital Resources

Since inception on February 13, 2007, the purpose of our Company has been to provide consulting services to private and public entities seeking assessment, development, and implementation of energy generating solutions.  Our principal capital resources have been acquired through issuance of common stock.

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.

On April 16, 2008, we completed our public offering by raising $112,085. We sold 1,120,850 shares of our common stock at an offering price of ten cents per share.

On October 14, 2008, subsequent to submission of information pursuant to NASD Rule 6640 and Rule 15c2-11 under the Securities Exchange Act of 1934, we received approval from the Financial Industry Regulatory Authority for an unpriced quotation of our common stock on the OTC Bulletin Board and Pink Sheets. We were assigned the ticker symbol TCPM.

At November 30, 2008, we had positive working capital of $ 47,111 compared to positive working capital of $50,641 at August 31, 2008. This decrease in working capital is the result of payment of administrative fees.

At November 30, 2008, our Company had total assets of $62,315 consisting of cash, which compares with our Company's total assets at August 31, 2008, of $62,345 consisting of cash. This change is the result of payment of bank fees.

At November 30, 2008, our Company's total liabilities were $15,204 consisting of a related party note payable of $11,704 and $3,500 due to a third party. Our total liabilities at August 31, 2008, were $11,704 consisting of a related party note payable.

Our Company has not had revenues since inception. Until the Company commences business operations, it anticipates surviving with its current cash reserves. If possible, although there is no assurance or guarantee, the Company may receive funds from shareholder loans and/or funding from sales of its securities.

Our Company has no long-term debt and does not regard long-term borrowing as a good, prospective source of financing.

We have not conducted any product research or development. We do not expect to purchase or sell any significant equipment nor do we expect any significant changes in the number of our employees.

Results of Operations

For The Three Months Ended November 30, 2008 Compared to The Three Months Ended November 30, 2007.

Our Company posted a loss of $3,530 for the three months ending November 30, 2008. The loss was the result of audit fees and bank fees. Operating expenses for the three months ending November 30, 2008, were $3,530, compared to operating expenses of $880 for the three months ending November 30, 2007.

Off-balance Sheet Arrangements

We had no off-balance sheet arrangements at November 30, 2008.

 
6
 
Item 3. Quantitative and Qualitative Disclosures about Market Risk
 
Not applicable.

Item 4T.  Controls and Procedures

Evaluation of disclosure 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-Q for the quarter ended November 30, 2008.

Changes in internal control over financial reporting

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 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to Vote of Security Holders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits.

31.1 - Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 - Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 - Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 - Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 

 
7
 


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.
  
       
January 21, 2009
By:
/s/ Gordon W. Douglas 
  
   
Gordon W. Douglas
  
   
President, Chief Executive Officer,
and a member of the Board of Directors
  
       

     
       
January 21, 2009
By:
/s/ Nigel Johnson 
  
   
Nigel Johnson
  
   
Chief Financial Officer, Principal
Accounting Officer, Secretary, and Treasurer
  
       
 
 
8