UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
DC 20549


FORM
10-Q/A,


Amendment
No. 1








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





OR


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





TC
POWER MANAGEMENT CORP.


(Exact
name of registrant as specified in its charter)





Nevada


(State of
other jurisdiction of incorporation or organization)





------------


(IRS
Employer Identification Number)





PO Box
132


Providenciales,
Turks and Caicos Islands


(Address
of principal executive offices)





(649)
231-6559


(Registrant's
telephone number, including area code)








Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the  Exchange Act during the past 12 months (or for such
shorter  period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.      Yes [ X ] No
[    ]





Indicate
by check mark whether the registrant is a large accelerated file, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.




Large
      accelerated filer o
            Accelerated
      filer 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). Yes [ X ] No [   ]





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





1





EXPLANATORY
NOTE
  TC Power Management
Corp. (the
“Company”) is
filing this Amendment No. 1 to itsQuarterlyReport on
Form 10-Q for theperiodendedNovember
30,
2008toincludecertainchanges
to our cover page and certainitemsof Form
10-Qwhich
wereinadvertentlyomitted. Except
as set forth herein, no changes are made to ourQuarterly
Report on Form 10-Q for the period ended November 30,
2008.




PART
I - FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS





The
accompanying unaudited interim financial statements of TC Power Management Corp.
(“TC Power”) have been prepared in accordance with accounting principles
generally accepted in the United States of America and the rules of the
Securities and Exchange Commission (“SEC”), and should be read in conjunction
with the audited financial statements and notes thereto contained in TC Power’s
Form 10-KSB filing with the SEC. In the opinion of management, all adjustments,
consisting of normal recurring adjustments, necessary for a fair presentation of
financial position and the results of operations for the interim periods are not
necessarily indicative of the results that may be expected for the full year.
Notes to the financial statements that would substantially duplicate the
disclosure contained in the audited financial statements for fiscal year 2008 as
reported as reported in the Form 10-KSB filing with the SEC have been
omitted.







TC
POWER MANAGEMENT CORP.


(ADevelopment Stage Company)


Balance
Sheets


(Unaudited)






ASSETS




November
      30, 2008
            
            
            August
      31, 2008CURRENT
      ASSETSCash
            
            $
            62,315
            
            
            $
            62,345TOTAL ASSETS
            
            $
            62,315
            
            
            $
            62,345








LIABILITIES AND
STOCKHOLDERS’ EQUITY




November
      30, 2008
            
            
            August
      31, 2008CURRENT
      LIABILITIESAccounts
      payable
            
            $
            3,500
            
            
            $
            -Related
      party loan payable
            
            
            11,704
            
            
            
            11,704TOTAL
      LIABILITIES
            
            
            15,204
            
            
            
            11,704STOCKHOLDERS'
      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
            
            
            (65,474
            )
            
            
            (61,944
            )Total
      Stockholders' Equity
            
            
            47,111
            
            
            
            50,641TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            62,315
            
            
            $
            62,345





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




2




TC
POWER MANAGEMENT CORP.


(A
Development Stage Company)


Statements
of Expenses


Three
Months Ended November 30, 2008 and 2007 and Period from


February
13, 2007 (Inception) through November 30, 2008


(Unaudited)






3
      months ended November 30, 2008
            
            
            3
      months ended November 30, 2007
            
            
            Inception
      to November 30, 2008OPERATING
      EXPENSESGeneral
      and administrative
            
            
            3,530
            
            
            
            880
            
            
            
            65,574NET
      LOSS
            
            $
            (3,530
            )
            
            $
            (880
            )
            
            $
            (65,474
            )BASIC
      AND FULLY DILUTED LOSS PER SHARE
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            
            N/AWEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDING
            
            
            6,125,850






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


3







TC
POWER MANAGEMENT CORP.


(A
Development Stage Company)


Statement
of Cash Flows


Three
Months Ended November 30, 2008 and Period from


February
13, 2007, (Inception) through November 30, 2008


(Unaudited)






3 months
      ended November 30, 2008
            
            
            3
      months ended November 30, 2007
            
            
            Inception
      to November 30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet loss
            
            $
            (3,530
            )
            
            $
            (880
            )
            
            $
            (65,474
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Changes
      in operating assets and liabilitiesAccounts
      payable
            
            
            3,500
            
            
            
            (3,608
            )
            
            
            3,500Net
      Cash Used in Operating Activities
            
            
            (30
            )
            
            
            (4,488
            )
            
            
            (61,974
            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            112,
      585Proceeds
      from related party loan
            
            
            -
            
            
            
            4,408
            
            
            
            11,704Net
      Cash Provided by Financing Activities
            
            
            -
            
            
            
            4,408
            
            
            
            124,289NET
      CHANGE IN CASH
            
            
            (30
            )
            
            
            (80
            )
            
            
            62,315Cash
      balance, beginning of period
            
            
            62,345
            
            
            
            500
            
            
            
            -Cash
      balance, ending of period
            
            $
            62,315
            
            
            $
            420
            
            
            $
            62,315NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Cash Paid
      For:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -











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




4







TC
POWER MANAGEMENT CORP.


(A
Development Stage Company)


Notes
to the Financial Statements


November
30, 2008 and August 31, 2008


(Unaudited)





NOTE
1 - BASIS OF FINANCIAL STATEMENT PRESENTATION





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





NOTE
2 - RELATED PARTY TRANSACTIONS





Accounts and Notes
Payable





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





Commitments





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





NOTE
3 - GOING CONCERN





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





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





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





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





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






5







Item
2.  Management's Discussion and Analysis or Plan of
Operation





The
following discussion of the financial condition and results of operations of the
Company should be read in conjunction with the financial statements and the
related notes thereto included elsewhere in this quarterly report for the period
ended November 30, 2008. This quarterly report contains certain forward-looking
statements and the Company's future operating results could differ materially
from those discussed herein. Certain statements contained in this Report,
including, without limitation, statements containing the words "believes",
"anticipates," "expects" and the like, constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Given
these uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements. The Company disclaims any obligation to update any
such factors or to announce publicly the results of any revisions of the
forward-looking statements contained or incorporated by reference herein to
reflect future events or developments.





The
Company was incorporated in the State of Nevada on February 13, 2007. The
Company remains in the development stage of its business of providing consulting
services to private and public entities seeking assessment, development, and
implementation of energy generating solutions. The Company owns a website
through which it intends to promote its services.





The
Company is in the development stage and will continue to be in the development
stage until the Company generates significant revenue from its business
operations. The ability of the Company to emerge from the development stage with
respect to its planned principal operations is dependent upon its ability to
secure market acceptance of its business plan and to generate sufficient revenue
through operations and/or raise additional funds. There is no guarantee that the
Company will be able to complete any of the above objectives and, even if it
does accomplish certain objectives, there is no guarantee that the Company will
attain profitability. These factors raise substantial doubt regarding the
Company’s ability to continue as a going concern. In their report letter dated
December 1, 2008, our auditors issued a going concern opinion. This means that
our auditors believed there was substantial doubt as to whether we can continue
as an on-going business. The financial statements do not include any adjustments
to reflect the possible future effect on the recoverability and classification
of the assets or the amounts and classification of liabilities that may result
from the outcome of this uncertainty.





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





Financial
Condition, Liquidity and Capital Resources





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





On
November 27, 2007, the Securities and Exchange Commission issued an order
declaring the Company's SB-2 Registration Statement effective pursuant to
section 8(a) of the Securities Act of 1933, as amended.





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





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





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





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





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





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





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





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





Results
of Operations





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





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





Off-balance
Sheet Arrangements





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







6




Item 3. Quantitative and
Qualitative Disclosures about Market Risk




Not
applicable.





Item
4T.  Controls and Procedures





Evaluation
of disclosure controls and procedures





We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the Company’s Securities Exchange Act of
1934 reports is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to the Company’s management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure.





Our
management carried out an evaluation, under the supervision and with the
participation of the Company’s management, including the Company’s Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(e). Based upon the foregoing, the Company’s
Chief Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures are effective in connection with the filing
of this Quarterly Report on Form 10-Q for the quarter ended November 30,
2008.





Changes
in internal control over financial reporting





There
were no significant changes in the Company’s internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation, including any significant deficiencies or material weaknesses
of internal controls that would require corrective action.








Part
II.  OTHER INFORMATION





Item 1. Legal
Proceedings.





None.





Item 1A. Risk
Factors.





Not
applicable.





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





None.





Item 3.  Defaults
Upon Senior Securities





None.





Item
4.  Submission of Matters to Vote of Security
Holders





None.





Item 5.  Other
Information





None.





Item
6.  Exhibits.





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





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





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





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




7





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized





TC
      POWER MANAGEMENT CORP.January
      21, 2009
            By:
            /s/
      Gordon W. DouglasGordon
      W. DouglasPresident,
      Chief Executive Officer,
              and
      a member of the Board of Directors





January
      21, 2009
            By:
            /s/
      Nigel JohnsonNigel
      JohnsonChief
      Financial Officer, Principal
              Accounting
      Officer, Secretary, and Treasurer






8