UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
DC 20549


FORM
10-QSB








x
            Quarterly
      Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934 FOR THE QUARTERLY
      PERIOD ENDED MAY 31, 2008




OR


o
              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 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:  July 15, 2008: 6,120,850 common
shares outstanding.





Transitional
Small Business Disclosure Format (Check one):     Yes
o     
No x





1


PART
I - FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS








TC
POWER MANAGEMENT CORP.


(A
Development Stage Company)


Balance
Sheets


(Unaudited)




May
      31, 2008
              
              
              August
      31, 2007ASSETSCURRENT
      ASSETSCash
              
              $
              81,240
              
              
              $
              500TOTAL
      ASSETS
              
              $
              81,240
              
              
              $
              500LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT LIABILITIESAccounts Payable
              
              $
              -
              
              
              $
              3,608Accrued Expense
              
              
              766
              
              
              
              -Related party loan payable
              
              
              11,704
              
              
              
              1,366Total Liabilities
              
              
              12,470
              
              
              
              4,974STOCKHOLDERS’
      EQUITY (DEFICIT)Common stock, $0.001 par value, authorized 100,000,000shares; 6,120,850 and 6,120,850 shares issued and
    outstanding
              
              
              6,121
              
              
              
              5,000Additional
      paid in capital (deficit)
              
              
              106,464
              
              
              
              (4,500
              )Deficit accumulated during the development stage
              
              
              (43,815
              )
              
              
              (4,974
              )Total Stockholders’ Equity (Deficit)
              
              
              68,770
              
              
              
              (4,474
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              81,240
              
              
              $
              500EQUITY
      (DEFICIT)

















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








2


TC
POWER MANAGEMENT CORP.


(A
Development Stage Company)


Statements
of Expenses


Three
and Nine Months Ended May 31, 2008 and Period from


February
13, 2007, (Inception) through May 31, 2007, and May 31, 2008


(Unaudited)








3
      months ended
            
            
            9
      months ended
            
            
            Inception
      to
            
            
            Inception
      to31-May-08
            
            
            31-May-08
            
            
            31-May-07
            
            
            31-May-08OPERATING
      EXPENSESGeneral
      and administrative
            
            $
            29,940
            
            
            $
            38,075
            
            
            $
            -
            
            
            $
            43,049OPERATING
      LOSS
            
            
            (29,940
            )
            
            
            (38,075
            )
            
            
            -
            
            
            
            (43,049
            )INTEREST
      EXPENSE
            
            
            (102
            )
            
            
            (766
            )
            
            
            -
            
            
            
            (766
            )NET
      LOSS
            
            $
            (30,042
            )
            
            $
            (38,841
            )
            
            $
            -
            
            
            $
            (43,815
            )BASIC
      AND FULLY DILUTEDLOSS
      PER SHARE
            
            $
            (0.01
            )
            
            $
            (0.01
            )
            
            $
            -
            
            
            
            n/aWEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
            
            
            5,872,443
            
            
            
            5,508,486
            
            
            
            5,000,000
            
            
            
            n/a



















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


3


TC
POWER MANAGEMENT CORP.


(A
Development Stage Company)


Statement
of Cash Flows


Nine
Months Ended May 31, 2008 and Period from


February
13, 2007, (Inception) through May 31, 2007 and May 31, 2008


(Unaudited)








9
      months ended
            
            
            Inception
      to
            
            
            Inception
      to31-May-08
            
            
            31-May-07
            
            
            31-May-08CASH
      FLOWS FROM OPERATINGACTIVITIESNet
      loss
            
            $
            (38,841
            )
            
            $
            -
            
            
            $
            (43,815
            )Adjustments
      to reconcile net loss to net cashused in operating
      activities:Imputed interest on related
      partyloan
      payable
            
            
            766
            
            
            
            -
            
            
            
            766Changes
      in operating assets and liabilities:Accounts
      payable
            
            
            (3,608
            )
            
            
            -
            
            
            
            -Net
      Cash (Used in) Operating Activities
            
            
            (41,683
            )
            
            
            -
            
            
            
            (43,049
            )CASH
      FLOWS FROM FINANCINGACTIVITIESProceeds
      from issuance of common stock
            
            
            112,085
            
            
            
            500
            
            
            
            112,585Proceeds
      from related party loan
            
            
            10,338
            
            
            
            -
            
            
            
            11,704Net
      Cash Provided by Financing Activities
            
            
            122,423
            
            
            
            500
            
            
            
            124,289NET
      CHANGE IN CASH
            
            
            80,740
            
            
            
            500
            
            
            
            81,240Cash
      balance, beginning of period
            
            
            500
            
            
            
            -
            
            
            
            -Cash
      balance, ending of period
            
            $
            81,240
            
            
            $
            500
            
            
            $
            81,240NON-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


(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 shown
in the accompanying financial statements, TC Power incurred net losses since
inception and has not yet generated any revenue. The Company does not have
significant cash or other material assets, nor does it have an established
source of revenue sufficient to cover its operating costs. These conditions
raise substantial doubt as to TC Power’s ability to continue as a going
concern.





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 which 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.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully commence and implement its planned operations,
consequently generate revenue, and eventually attain profitable operations. The
accompanying unaudited financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.








NOTE 3 – COMMON
STOCK





In the
quarter ending May 31, 2008, TC Power closed its initial offering of common
stock and sold 1,120,850 shares of common stock for $112,085 of
cash.


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 May 31, 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. To date, the Company has not generated any revenues. At May 31,
2008, the Company has $81,240 cash on hand which was raised through its initial
public offering and the sale of stock.





The
Company 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. The
Company sold 1,120,850 shares of common stock for $112,085 of cash and issued
common shares in consideration for subscription funds received. The Company
closed its initial public offering on April 16, 2008.





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.





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 6 to 9 months. We believe
that we have raised 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 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.






6





Plan
of Operation





The
following plan of operation should be read in conjunction with our unaudited
consolidated financial statements and the notes thereto.





Based on
funds raised in our initial offering, we believe that we can satisfy our cash
requirements during the next 6 to 9 months. During the next 6 to 9 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. 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.           We
expect to complete development of our website within 90 days and completion and
commencement of implementation of our marketing/promotional
strategy.





2.           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.





3.           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.





4.           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.





5.           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.






7





From
Inception on February 13, 2007 to May 31, 2008





During
the period that we incorporated the company, we 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 May 31, 2008, is $43,815. This sum has been
applied primarily to company registration, audit fees, legal fees, and general
administrative costs. Our liabilities are $12,470 (i.e., accrued liabilities and
loans advanced to the Company from our director). We have not started our
proposed business operations. 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.





Subsequent
to November 27, 2007, we commenced with our initial public offering. Our initial
offering was closed on April 16, 2008. We sold 1,120,850 shares of common stock
for $112,085 of cash and issued common shares in consideration for subscription
funds received.





Liquidity
and Capital Resources





As of the
date of this report, we have yet to generate any revenues from our business
operations. As of May
31, 2008, our total assets were $81,240 in cash and our total liabilities were
$12,470, 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 not effective in connection with the
filing of this Quarterly Report on Form 10-QSB for the quarter ended May 31,
2008 due to the of
the  lack of segregation of duties in financial reporting, as all our
accounting functions are performed by one person
with no additional internal oversight, as our company does not have an audit
committee.  This is due to the company’s lack of working capital
to hire additional staff.  To remedy this, we intend to engage another
accountant to assist with financial
reporting as soon as our finances will allow.





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.








8


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.
                (Registrant)Date:  July 15, 2008
              By:
              /s/ Gordon W. DouglasGordon W. DouglasPresident, Chief Executive Officer,Chief
      Financial Officer, PrincipalAccounting
      Officer, Secretary, Treasurer,and a member
      of the Board of Directors