UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
      DC 20549


FORM
      10-QSB, Amendement 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,
              2007ORo
            
            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: 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




1




EXPLANATORY
        NOTE
  We
        are filing this amendment to ourQuarterlyReport
        on Form10-QSB,originally
        filed with the Securities and Exchange Commission on January 18,
        2008, solely for the purpose of correcting a clerical error, namely, in thebalance
        sheet,thetotal
        liabilities andstockholders’deficitshould
        have been 420andnot450.


PART
      I - FINANCIAL INFORMATION




ITEM
      1. FINANCIAL STATEMENTS




TC
      POWER MANAGEMENT CORP.


(A
      Development Stage Company


Balance
      Sheet


November
      30, 2007






ASSETS
  CURRENT
                  ASSETSCash
              
              $
              420Total
                  Current Assets
              
              
              420TOTAL
                  ASSETS
              
              $
              420
   LIABILITIES
        AND STOCKHOLDERS’ DEFICIT
    CURRENT
                  LIABILITIESRelated
                  party loan payable
              
              $
              5,774Total
                  Current Liabilities
              
              
              5,774Total
                  Liabilities
              
              
              5,774STOCKHOLDERS’
                  DEFICITCommon
                  stock, $0.001 par value, authorized 100,000,000 shares; 5,000,000
                  shares
                  issued and outstanding
              
              
              5,000Additional
                  paid in capital (deficit)
              
              
              (4,500
              )Deficit
                  accumulated during the development stage
              
              
              (5,854
              )Total
                  Stockholders’ Deficit
              
              
              (5,354
              )TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              420








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






2


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)






3
                  months ended
                November
                  30, 2007
              
              
              Inception
                  to
                November
                  30, 2007OPERATING
                  EXPENSESGeneral
                  and administrative
              
              
              880
              
              
              
              5,854Total
                  Operating Expenses
              
              
              880
              
              
              
              5,854NET
                  LOSS
              
              $
              (880
              )
              
              $
              (5,854
              )BASIC
                  AND FULLY DILUTED (LOSS) PER SHARE
              
              $
              (0.00
              )WEIGHTED
                  AVERAGE NUMBER OF SHARES OUTSTANDING
              
              
              5,000,000










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, 2007 and Period from


February
      13, 2007, (Inception) through November 30, 2007


(Unaudited)






3
                  months ended
                November
                  30, 2007
              
              
              Inception
                  to
                November
                  30, 2007CASH
                  FLOWS FROM OPERATING ACTIVITIESNet
                  loss
              
              $
              (880
              )
              
              
              (5,854
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:
              
              
              -
              
              
              
              -Changes
                in operating assets and liabilitiesAccounts payable
              
              
              (3,608
              )
              
              
              -Net
                  Cash (Used in) Operating Activities
              
              
              (4,488
              )
              
              
              (5,854
              )CASH
                  FLOWS FROM FINANCING ACTIVITIESProceeds
                  from issuance of common stock
              
              
              -
              
              
              
              500Proceeds
                  from related party loan
              
              
              4,408
              
              
              
              5,774Net
                  Cash Provided by Financing Activities
              
              
              4,408
              
              
              
              6,274NET
                  CHANGE IN CASH
              
              
              (80
              )
              
              
              420Cash
                  balance, beginning of period
              
              
              500
              
              
              
              -Cash
                  balance, ending of period
              
              
              420
              
              
              
              420


NON-CASH
                  INVESTING AND FINANCING ACITIVIES: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, 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.













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, 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.






6




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.




7




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.


8




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.




9




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




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.






10


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
                  23, 2008
              By:
              /s/
                Gordon W. DouglasGordon
                W. DouglasPresident,
                  Chief Executive Officer, Chief Financial Officer,
                Principal Accounting
                  Officer,
                  Secretary, Treasurer,
                and a member of the
                  Board of
                  Directors










11