UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
              For
      the quarterly period ended November 30, 2009





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 small business issuer as specified in its charter)





Nevada
            27-0686445(State
      or other jurisdiction
              of
      incorporation or organization)
            (I.R.S.
      Employer
              Identification
      No.)





628 11thAvenue NE, Calgary, Alberta, Canada T2E 0Z7(Address
      of principal executive offices)





(403) 612-5753(Issuer’s
      Telephone Number)








Indicate
by check mark whether the issuer (1) has 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. 
xYes  oNo





Indicate
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).
Yes 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
            oNon-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). xYes  oNo





As
of January 13, 2010, there were 6,120,850 shares of the issuer’s $.001 par
value common stock issued and outstanding.







1














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-K 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 2009 as
reported as reported in the Form 10-K filing with the SEC have been
omitted.
 
  TC
POWER MANAGEMENT CORP.
 (A
Development Stage Company)
 Balance
Sheet
 (Unaudited)
  ASSETS
   November 30,
      2009
                
                
                August 31,
      2009CURRENT
    ASSETSCash
                
                $
                18,200
                
                
                $
                22,743TOTAL
      ASSETS
                
                $
                18,200
                
                
                $
                22,743
  LIABILITIES AND STOCKHOLDERS'
EQUITY
  CURRENT
      LIABILITIESAccounts
      payable
                
                $
                -
                
                
                $
                1,000Related party
      loan payable
                
                
                3,404
                
                
                
                3,404TOTAL LIABILITIES
                
                
                3,404
                
                
                
                4,404STOCKHOLDERS'
      EQUITYCommon stock,
      $0.001 par value, 100,000,000 shares authorized, 6,120,850 shares
      issued and outstanding
                
                
                6,121
                
                
                
                6,121Additional
      paid-in capital
                
                
                106,464
                
                
                
                106,464Deficit
      accumulated during the development stage
                
                
                (97,789
                )
                
                
                (94,246
                )Total
      Stockholders' Equity
                
                
                14,796
                
                
                
                18,339TOTAL LIABILITIES
      AND STOCKHOLDERS' EQUITY
                
                $
                18,200
                
                
                $
                22,743
   The
accompanying notes are an integral part of these unaudited financial
statements.
  2
  TC
POWER MANAGEMENT CORP.
 (A
Development Stage Company)
 Statement
of Expenses
 (Unaudited)
    For the
      Three Months Ended
                November
      30, 2009
              
              
              For the Three
      Months Ended
                November
      30, 2008
              
              
              From
      Inception on February 13, 2007 Through
                November
      30, 2009OPERATING
      EXPENSESGeneral and
      administrative
              
              $
              3,543
              
              
              $
              3,530
              
              
              $
              97,789NET
    LOSS
              
              $
              (3,543
              )
              
              $
              (3,530
              )
              
              $
              (97,789
              )BASIC AND FULLY
      DILUTED LOSS PER SHARE
              
              $
              (0.00
              )
              
              $
              (0.00
              )
              
              
              N/AWEIGHTED AVERAGE
      NUMBER OF COMMON SHARES OUTSTANDING
              
              
              6,120,850
              
              
              
              6,120,850
              
              
              
              N/A
 
 The
accompanying notes are an integral part of these unaudited financial
statements.
  3
  TC
POWER MANAGEMENT CORP.
 (A
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
  3
      months ended November 30, 2009
                  
                  
                  3
      months ended November 30, 2009
                  
                  
                  Inception to
      November 30, 2009CASH FLOWS FROM OPERATING
      ACTIVITIESNet
      loss
                  
                  
                  (3,543
                  )
                  
                  
                  (3,530
                  )
                  
                  
                  (97,789
                  )Adjustments to
      reconcile net loss to net cash used in operating
    activities:
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Changes in
      operating assets and liabilitiesAccounts
      payable
                  
                  
                  (1,000
                  )
                  
                  
                  (3,500
                  )
                  
                  
                  -Net Cash Used
      in Operating Activities
                  
                  
                  (4,543
                  )
                  
                  
                  (30
                  )
                  
                  
                  (97,789
                  )CASH FLOWS FROM FINANCING
      ACTIVITIESProceeds from
      issuance of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  112,585Proceeds from
      related party loan
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  3,404Net Cash
      Provided by Financing Activities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  115,989NET CHANGE IN
      CASH
                  
                  
                  (4,543
                  )
                  
                  
                  30
                  
                  
                  
                  18,200Cash balance,
      beginning of period
                  
                  
                  22,743
                  
                  
                  
                  62,345
                  
                  
                  
                  -Cash balance,
      ending of period
                  
                  
                  18,200
                  
                  
                  
                  62,315
                  
                  
                  
                  18,200
  ACTIVITIES:
 Cash Paid
      For:Interest
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -Income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
  The
accompanying notes are an integral part of these unaudited financial
statements.
  4
  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 three months ended November 30, 2009, are not
necessarily indicative of the results that may be expected for the year ending
August 31, 2010.
 
 NOTE
2 - RELATED PARTY TRANSACTIONS
 
 Accounts and Notes
Payable
 
 As of
November 30, 2009, the Company had a note payable to a past officer totaling
$3,404. The note is unsecured, bears no interest and is due upon
demand.
 
 Commitments
 
 We use
the home of 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 isunable to continue as a going
concern.
 
 
 NOTE
4 - SUBSEQUENT EVENTS
 
 The
Company evaluated all events or transactions that occurred after
November 30, 2009 up through the date the Company issued these financial
statements.  During this period, the Company did not have any material
recognizable subsequent events.
  5


ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION


This
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.





The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.





Critical Accounting Policies and
Estimates.Our Management’s Discussion and Analysis of Financial
Condition and Results of Operations section discusses our financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of these financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. On an on-going basis, management evaluates its estimates and
judgments, including those related to revenue recognition, accrued expenses,
financing operations, and contingencies and litigation. Management bases its
estimates and judgments on historical experience and on various other factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying value of assets and
liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of our financial
statements include estimates as to the appropriate carrying value of certain
assets and liabilities which are not readily apparent from other
sources.





The
following discussion of our financial condition and results of operations should
be read in conjunction with our audited financial statements for the year ended
August 31, 2009, together with notes thereto as previously filed with our Annual
Report on Form 10-K.  In addition, these accounting policies are
described at relevant sections in this discussion and analysis and in the notes
to the financial statements included in our Quarterly Report on Form 10-Q for
the period ended November  30, 2009.





Overview.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.







6








For the three months ended
November 30, 2009, as compared to the three months ended November 30,
2008.





Results of
Operations





Revenues. Since inception, we
have yet to generate any revenues from our business operations.  Our
ability to generate revenues has been significantly hindered by our lack of
capital. We hope to generate revenues as we implement our business
plan.





Operating
Expenses.For the three months ended November 30, 2009,
our total operating expenses was $3,543, as compared to total operating expenses
of $3,530 for the three months ended November 30, 2008.
Our total operating expenses consist primarily legal expenses and accounting
expenses related to being a public company. We expect that we will
continue to incur significant legal and accounting expenses related to being a
public company.





Net
Loss.For the three months ended November 30, 2009,
our net loss was $3,543, as compared to the three months ended November 30, 2008,
in which our net loss was $3,530.  We expect to continue to incur net
losses for the foreseeable future and until we generate significant
revenues.




Liquidity and Capital
Resources




We had
cash of $18,200 as of November 30, 2009, which equals our total assets of
$18,200 as of that date. We hope to obtain significant revenues from future
sales of our services.  We are also seeking to raise additional funds
to meet our working capital needs principally through the sales of our
securities.




As of
November 30, 2009, our total liabilities were $3,404, all of which is
represented by a related party note payable owed to Gordon Douglas, our former
president. Our current liabilities to Mr. Douglas do not have to be paid at this
time but Mr. Douglas may request repayment in the future.




At
inception, we sold 5,000,000 shares of common stock to our officers and director
for $500 in cash. In 2008, we sold an additional 1,120,850 shares of common
stock through our public offering for proceeds of $112,085. We have used the
proceeds from the cash raised in that offering to pay the legal and accounting
costs of being a public company. We had hoped to use some of the proceeds to
begin marketing and promoting our services but we have been unable to conduct
marketing activities.





During
2010, we expect thatthe legal and accounting costs of being a public companywill continue to impact
our liquidity and we may need to obtain funds to pay those expenses.Other than the anticipated increases in legal and accounting costs due to
the reporting requirements of being a reporting company, we are not aware of any
other known trends, events or uncertainties, which may affect our future
liquidity.




In the
opinion of management, available funds will not satisfy our working capital
requirements to operate at our current level of activity for the next twelve
months. Our forecast for the period for which our financial resources will be
adequate to support our operations involves risks and uncertainties and actual
results could fail as a result of a number of factors. In order to implement our
business plan in the manner we envision, we will need to raise additional
capital.  We cannot guaranty that we will be able to raise additional
funds. Moreover, in the event that we can raise additional funds, we cannot
guaranty that additional funding will be available on favorable terms. In the
event that we experience a shortfall in our capital, we hope that our officers,
directors and principal shareholders will contribute funds to pay for our
expenses to achieve our objectives over the next twelve months.




Our
auditors have questioned our ability to continue operations as a “going
concern.” We hope to obtain significant revenues from future product
sales.  In the absence of significant sales and profits, we will seek
to raise additional funds to meet our working capital needs principally through
the additional sales of our securities.  However, we cannot guaranty
that we will be able to obtain sufficient additional funds when needed, or that
such funds, if available, will be obtainable on terms satisfactory to us. As a
result, our auditors believe that substantial doubt exists about our ability to
continue operations.







7





Plan of
Operation




In order
to commence sales our services and products, we will need to accomplish the
following milestones:





1.         Commence development of our
website. We will need to raise additional funds to pay the cost of
website development. The costs would be paid to the website production company
that undertakes the work on our behalf. Website development, maintenance and
upgrade is an ongoing matter that will continue during the life of our
operations.




2.         Finalize our marketing plans.We expect that our marketing literature will focus on the benefits to be
obtained from using our services. In order of priority, our marketing efforts
will be directed toward the following activities: development and distribution
of marketing literature; promotion of our website including arranging for
website listings and industry analyst relations. We expect that any costs
incurred that are directly attributed to the following:




·
            establishing
      and maintaining operations with industry analysts would be related to
      travel and communication;


·
            advertising,
      which will include direct mail and email promotion;
  and


·
            attendance
      and participation at industry
events.




We will
need to raise additional funds to pay the cost of implementing our marketing
plans. The amount of funds allocated for marketing activity is limited by the
amount of funds raised in our offering. Less funds available for marketing
activity could negatively affect our ability to attract clientele and,
consequently, our ability to generate revenue would be negatively affected.
Marketing is an ongoing matter that will continue during the life of our
operations.




3.         Acquire equipment needed to begin
operations. We do not intend to hire employees at this time. Our officer
and director will handle our administrative duties.




If we are
unable to negotiate suitable terms with any clients or prospective clients to
enable us to attract clients to use our services, then we may have to suspend or
cease operations. The services that we intend to offer include providing
consulting services to private and public entities seeking assessment,
development, and implementation of energy generating solutions. As of the date
of this filing, we have not secured any clients under contract. If we cannot
generate sufficient revenues to continue operations, we will suspend or cease
operations. If we cease operations, we do not know what we will do and we do not
have any plans to do anything else.




There is
no historical financial information about us upon which to base an evaluation of
our performance. We are in the development stage of our operations and have not
generated any revenues. We cannot guarantee we will be successful in our
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.




To become
profitable and competitive, we have to sell our services. We have no assurance
that, if needed, future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.




We will
not be conducting any product research or development. We do not expect to
purchase any significant equipment. Further, we do not expect any changes in the
number of employees. We hope to profitably sell our services and
products.




To date,
we have experienced significant difficulties in generating revenues and raising
additional capital. We believe our inability to raise significant additional
capital through debt or equity financings is due to various factors. We had
hoped to market our services during the last twelve months. However, our ability
to market our services has been negatively affected by our inability to raise
significant capital and our inability to generate revenues. If we are not able
to raise additional capital or generate revenues that cover our estimated
operating costs, our business may ultimately fail.





As a
result of our difficulties in generating revenues and raising additional
capital, we also intend to explore acquiring smaller companies with
complementary businesses. Accordingly, over the next six months, we intend to
research potential opportunities for us to acquire smaller companies with
complementary businesses to our business and other companies that may be
interested in being acquired by us or entering into a joint venture agreement
with us. As of the date of this report, we have not identified any potential
acquisition or joint venture candidates. We cannot guaranty that we will acquire
or enter into any joint venture with any third party, or that in the event that
we acquire another entity, this acquisition will increase the value of our
common stock. We hope to use our common stock as payment for any potential
acquisitions.





Off
Balance Sheet Arrangements





We had no
off balance sheet arrangements at November 30, 2009.





8





Item 3. Quantitative and
Qualitative Disclosures about Market Risk





Not
applicable.





Item 4. Controls and
Procedures





Evaluation of disclosure controls and
procedures. We maintain controls and procedures designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission. Based upon their evaluation of those
controls and procedures performed as of November 30, 2009, the date of this
report, our chief executive officer and the principal financial officer
concluded that our disclosure controls and procedures were
effective.





Item 4(T). Controls and
Procedures





Changes in internal controls.There were no changes in our internal control over financial reporting
that occurred during the fiscal quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.







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
            Certification
      of Principal Executive Officer and Principal Financial Officer, pursuant
      to Rule 13a-14 and 15d-14 of the Securities Exchange Act of
      193432
            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


9


SIGNATURES





In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.





TC
      Power Management Corp.,
              a
      Nevada corporationJanuary
      13, 2010
            By:
            /s/
      Nigel JohnsonIts:
            Nigel
      Johnson
              President,
      Chief Executive Officer,
              Chief
      Financial Officer, Secretary, Treasurer, Director
              (Principal
      Executive, Financial and Accounting Officer)