tcpowerform10q053109.htm
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
|
[X]
|
Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 FOR THE QUARTERLY
PERIOD ENDED MAY 31, 2009
|
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
[ ]
Indicated
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files). oYes oNo
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
Accelerated filer
Non-accelerated
filer (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: July 15, 2009: 6,120,850 common
shares outstanding.
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 in the Form 10-KSB filing with the SEC have been omitted.
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company)
Balance
Sheets
(Unaudited)
ASSETS
| CURRENT
ASSETS |
|
May 31, 2009
|
|
|
August 31,
2008
|
|
| |
|
|
|
|
|
|
|
Cash
|
|
$ |
42,760 |
|
|
$ |
62,345 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
ASSETS |
|
$ |
42,760 |
|
|
$ |
62,345 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
| CURRENT
LIABILITIES |
|
|
|
|
|
|
| |
|
|
|
|
|
|
| Related
party loan payable |
|
$ |
3,404 |
|
|
$ |
11,704 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL
LIABILITIES |
|
|
3,404 |
|
|
|
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 |
|
| Additonal
paid-in capital |
|
|
106,464 |
|
|
|
106,464 |
|
| Deficit
accumulated during the development stage |
|
|
(73,229 |
) |
|
|
(61,944 |
) |
| |
|
|
|
|
|
|
|
|
| Total
Stockholders' Equity |
|
|
39,356 |
|
|
|
50,641 |
|
| |
|
|
|
|
|
|
|
|
| TOTAL LIABILITIES
AND STOCKHOLDERS EQUITY |
|
$ |
42,760 |
|
|
$ |
62,345 |
|
| |
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these unaudited financial
statements.
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company)
Statement
of Expenses
(Unaudited)
| |
|
For the Three Months
Ended May 31
|
|
|
For the Nine Months
Ended May 31
|
|
|
From Inception on
February 13, 2007 Through May 31
|
|
| |
|
2009
|
|
|
2008
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
$ |
4,980 |
|
|
$ |
30,042 |
|
|
$ |
11,285 |
|
|
$ |
38,841 |
|
|
$ |
73,229 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$ |
(4,980 |
) |
|
$ |
(30,042 |
) |
|
$ |
(11,285
|
) |
|
$ |
(38,841 |
) |
|
$ |
(73,229 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC AND FULLY
DILUTED LOSS PER SHARE
|
|
$ |
(0.00 |
) |
|
$ |
(0.01 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
|
N/A |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING
|
|
|
6,120,850 |
|
|
|
5,872,443 |
|
|
|
6,120,850 |
|
|
|
5,508, 486 |
|
|
|
N/A |
|
The
accompanying notes are an integral part of these unaudited financial
statements.
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company)
Statements
of Cash Flows
| |
|
9 months ended
|
|
|
9 months
ended
|
|
|
February 13, 2007
(Inception) to
|
|
| |
|
May
31, 2009 |
|
|
May
31, 2008 |
|
|
May
31, 2009 |
|
| |
|
|
|
|
|
|
|
|
|
| CASH
FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
| Net
loss |
|
$ |
(11,285 |
) |
|
$ |
(38,841 |
) |
|
$ |
(73,229 |
) |
| Adjustments
to reconcile net loss to net cash used in operating
activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Imputed
interest on related party loan payable |
|
|
- |
|
|
|
766 |
|
|
|
- |
|
| Changes
in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts
payable |
|
|
- |
|
|
|
(3,608 |
) |
|
|
- |
|
| Net
Cash Used in Operating Activities |
|
|
(11,285 |
) |
|
|
(41,683 |
) |
|
|
(73,229 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| CASH
FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Proceeds
from issuance of common stock |
|
|
- |
|
|
|
112,085 |
|
|
|
112,585 |
|
| Proceeds
from related party loan |
|
|
(8,300 |
) |
|
|
10,338 |
|
|
|
3,404 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
Cash Provided by (Used In) Financing Activities |
|
|
(8,300 |
) |
|
|
122,423 |
|
|
|
115,989 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| NET CHANGE IN
CASH |
|
|
(19,585 |
) |
|
|
80,740 |
|
|
|
42,760 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash balance,
beginning of period |
|
|
62,345 |
|
|
|
500 |
|
|
|
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash balance,
ending of period |
|
$ |
42,760 |
|
|
$ |
81,240 |
|
|
$ |
42,760 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| NON-CASH INVESTING
AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash
Paid For: |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Interest |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
| Income
taxes |
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these unaudited financial
statements.
TC
POWER MANAGEMENT CORP.
(A
Development Stage Company)
Notes
to the Financial Statements
(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 nine months ended May 31, 2009, 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 May
31, 2009, the Company had a note payable to a former officer totaling $3,404.
The note is unsecured, bears no interest and is due upon demand.
Commitments
We use
the home of the Company’s President and officer, Nigel Johnson, 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.
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 May 31, 2009. 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 covering the fiscal 2008 audit, 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 May 31, 2009, the Company had $42,760 in cash and $3,404 in
liabilities. In the event that the Company proceeds with implementing its
planned activities, then 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, then 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 May
31, 2009, we had positive working capital of $39,356 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 and loan repayment.
At May
31, 2009, our Company had total assets of $42,760 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 administrative fees and loan repayment.
At May
31, 2009, our Company's total liabilities were $3,404 consisting of a note
payable of $3,404. Our total liabilities at August 31, 2008, were $11,704
consisting of a 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 Nine Months Ended
May
31, 2009
Compared to The Nine Months Ended May 31, 2008.
Our
Company posted a loss of $11,285 for the nine months ending May 31, 2009. The
loss was the result of administration fees. Operating expenses for the nine
months ending May
31, 2009, were $11,285, compared to operating expenses of $38,841 for the
nine months ending May 31,
2008.
Off-balance
Sheet Arrangements
We had no
off-balance sheet arrangements at May 31, 2009.
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 Irons' 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 May 31,
2009.
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 and Reports on Form 8-K.
(a)
Reports on Form 8-K
Form 8-K
filed May 5, 2009.
(b)
Exhibits
31 -
Certification of Principal Executive Officer and Principal Financial Officer
filed pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32 -
Certification of Principal Executive Officer and Principal Financial Officer
pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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. |
|
| |
|
|
|
|
July
16, 2009
|
By:
|
/s/ Nigel
Johnson |
|
| |
|
Nigel
Johnson |
|
| |
|
President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting
Officer, Secretary, Treasurer and a member of the Board
of Directors |
|
| |
|
|
|
9