UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





þ
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2010





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.)





501 Madison Avenue, 14thFloor, New York, NY 10022(Address of principal executive offices)





(212) 588-0022(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.  X Yes  No





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).     þ Yes  oNo





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




Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o
Smaller reporting company
þ





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  þYes  oNo
 
 As of January 10, 2011, there were 24,633,400 shares of the issuer $.001 par value common stock issued and outstanding.
















PART I – FINANCIAL INFORMATION








ITEM 1.  FINANCIAL STATEMENTS





The accompanying unaudited interim financial statements of TC Power Management Corp. (“TC Power”) as of November 30, 2010, and for the three months ended November 30, 2010 and 2009 have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statement presentation and in accordance with the instructions to Form 10-Q 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 for the year ended August 31, 2010.  In the opinion of management, the financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods. The results of operations for the three months ended November 30, 2010 are not necessarily indicative of the results that may be expected for the full year.












1








TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Balance Sheets











ASSETS





November 30,


August 31,2010


2010(Unaudited)Current assetsCash

$
135


$
153Total assets

$
135


$
153LIABILITIES AND STOCKHOLDERS’ DEFICIENCYCurrent liabilitiesAccounts payable and accrued expenses

$
84,932


$
3,776Notes payable


10,000



-Loans payable – related party


-



2,250Total liabilities


94,932



6,026Stockholders’ deficiencyCommon stock, $0.001 par value, 100,000,000shares authorized, 24,633,400 and 24,483,400shares issued and outstanding at November 30, 2010and August 31, 2010, respectively


24,633



24,483Additional paid-in capital


142,780



91,506Deficit accumulated during the development stage


(262,210
)


(121,862
)Total stockholders’ deficiency


(94,797
)


(5,873
)Total liabilities and stockholders’ deficiency

$
135


$
153




















See accompanying notes to financial statements.





2








TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Statements of Operations


(Unaudited)








FromInception onFor the Three


For the Three


February 13,Months Ended


Months Ended


2007 throughNovember 30,


November 30,


November 30,2010


2009


2010ExpensesGeneral and administrative

$
140,348


$
3,543


$
262,210Net loss

$
(140,348
)

$
(3,543
)

$
(262,210
)Basic and diluted loss per share

$
(0.01
)

$
--Weighted average number of commonshares outstanding – basic and diluted


24,577,356



24,483,400



























































See accompanying notes to financial statements.








3





TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Statements of Cash Flows


(Unaudited)








FromInception onFor the Three


For the Three


February 13,Months Ended


Months Ended


2007 throughNovember 30,


November 30,


November 30,2010


2009


2010Cash flows from operating activitiesNet loss

$
(140,348
)

$
(3,543
)

$
(262,210
)Adjustments to reconcile net loss tonet cash used in operating activities:Stock-based compensation


47,674



-



47,674Related party rent expense


1,500



-



1,500Changes in liabilities:Accounts payable and accruedexpenses


81,156



(1,000
)


84,932Net cash used in operating activities


(10,018
)


(4,543
)


(128,104
)Cash flows from financing activitiesProceeds from notes payable


10,000



-



10,000Proceeds from issuance of commonstock


-



-



112,585Proceeds from related party loans, net


-



-



2,250Proceeds, related party, notes payable


-



-



3,404Net cash provided by financingactivities


10,000



-



128,239Net increase (decrease) in cash


(18
)


(4,543
)


135Cash balance, beginning of periods


153



22,743



-Cash balance, end of periods

$
135


$
18,200


$
135Supplementary information:Cash paid for:Interest

$
--


$
--


$
--Income taxes

$
--


$
--


$
--Supplemental disclosures of non-cash financing activities:Forgiveness of related party debt

$
2,250


$
--


$
5,654








See accompanying notes to financial statements.




4





TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)





Note 1
Basis of Financial Statement Presentation





The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial statement presentation and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and notes necessary for complete financial statement presentation.  In the opinion of management, the financial statements contain all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position as of November 30, 2010 and the results of operations and cash flows for the three months ended November 30, 2010 and 2009 and the period from inception (February 13, 2007) through November 30, 2010. Interim results are not necessarily indicative of the results to be expected for a full year. Reference is made to the financial statements of the Company contained in its Annual Report on Form 10-K for the year ended August 31, 2010.





Note 2
Going Concern




The accompanying financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has no established source of revenue, and has accumulated significant losses and an accumulated deficit during its development stage. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern.  The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.





5








TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)







Note 2
Going Concern (Continued)




Management's plans with respect to alleviating the adverse financial conditions that caused shareholders to express 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. In order to implement its business plan, the Company will need to raise additional capital through equity or debt financings or through loans from shareholders or others. The ability of the Company to continue as a going concern is dependent upon its ability to successfully raise additional capital and eventually attain profitable operations. There can be no assurance that the Company will be able to raise additional capital or execute its business strategy.







Note 3
Summary of Significant Accounting Policies




The Company’s other accounting policies are set forth in Note 3 of the audited financial statements for the year ended August 31, 2010 included in Form 10-K.





Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.





Income Taxes – We account for income taxes under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 740 “Income Taxes” which requires the use of the liability method of accounting for income taxes. The liability method measures deferred income taxes by applying enacted statutory rates in effect at the balance sheet date to the differences between the tax basis of assets and liabilities and their reported amounts on the financial statements. The resulting deferred tax assets or liabilities are adjusted to reflect changes in tax laws as they occur. A valuation allowance is provided when it is more likely than not that a deferred tax asset will not be realized. At November 30, 2010, the entire deferred tax asset, which arises primarily from our operating losses, has been fully reserved because management has determined that it is not more likely than not that the net operating loss carry forwards will be realized in the future.




At November 30, 2010, the Company did not have any unrecognized tax benefits.  The Company's practice is to recognize interest and/or penalties related to income tax matters in income tax expense.  As of November 30, 2010, the Company had no accrued interest or penalties.  The Company  currently has no federal or state tax  examinations  in progress  nor has it had  any  federal  or  state  tax  examinations  since  its inception.  All of the Company's tax years are subject to federal and state tax examination.
 
 Earnings (Loss) Per Share– Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period.  Diluted earnings per share reflects the amount of earnings for the period available to each share of common stock outstanding during the reporting period, while giving effect to all dilutive potential common shares that were outstanding during the period, such as common shares that could result from the potential exercise or conversion of securities into common stock.


















6








TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)




Note 3
Summary of Significant Accounting Policies (Continued)




Recently Issued Accounting Pronouncements - In January 2010, the FASB issued ASC Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements” which updated guidance to amend the disclosure requirements related to recurring and nonrecurring fair value measurements. This update requires new disclosures on significant transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy (including the reasons for these transfers) and the reasons for any transfers in or out of Level 3. This update also requires a reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. In addition to these new disclosure requirements, this update clarifies certain existing disclosure requirements. For example, this update clarifies that reporting entities are required to provide fair value measurement disclosures for each class of assets and liabilities rather than each major category of assets and liabilities. This update also clarifies the requirement for entities to disclose information about both the valuation techniques and inputs used in estimating Level 2 and Level 3 fair value measurements. This update will become effective for the Company with the interim and annual reporting period beginning January 1, 2010, except for the requirement to provide the Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will become effective for the Company with the interim and annual reporting period beginning January 1, 2011. The Company will not be required to provide the amended disclosures for any previous periods presented for comparative purposes. Other than requiring additional disclosures, adoption of this update will not have a material effect on the Company's financial statements.





There are several other new accounting pronouncements issued or proposed by the FASB. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe any of these accounting pronouncements has had or will have a material impact on the Company’s financial position or operating results.








7








TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)




Note 4
Related Party Transactions




Loans Payable - As of August 31, 2010, the Company had loans payable of $2,250 to the former Chief Executive Officer of the Company, Nigel Johnson, for administrative services provided to the Company (see Note 7).  On October 30, 2010, the balance was forgiven by Mr.  Johnson and the amount of $2,250 were credited to additional paid-in capital.




Rent Expense – The Company currently utilizes minimal office space at the office of our current Chief Executive Officer and Director (“CEO”) without charge. An amount of $500 per month, the estimated fair value, is charged as rent expense with an offset to additional paid-in capital.  Related party rent expense amounted to $1,500 in the three months ended November 30, 2010.




Professional Fees – The Company’s legal services are provided by a law firm in which our current CEO serves as senior partner. Legal fees and related expenses amounted to approximately $18,000 in the three months ended November 30, 2010. There is approximately $8,000 payable as of November 30, 2010.




The Company’s accounting services are provided by an accounting firm in which our current Chief Financial Officer (“CFO”) provides consulting services. Accounting fees amounted to approximately $15,000 in the three months ended November 30, 2010. There is approximately $15,000 payable as of November 30, 2010.




Note 5
Notes Payable




On November 9, 2010, the Company borrowed $10,000 from an unrelated party for working capital purposes. The note is unsecured and is due November 9, 2011 with 8% interest per annum.












8








TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)




Note 6
Common Stock




The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001.  In the period ended August 31, 2007, the Company sold 20,000,000 shares of common stock for cash of $500. In the year ended August 31, 2008, the Company sold 4,483,400 shares of its common stock for cash of $112,085. There are no equity transactions in the years ended August 31, 2010 and 2009. Effective November 1, 2010, the Company enacted a four-for-one (4:1) forward stock split. All share and per share data in these financial statements have been adjusted retroactively to reflect the stock split.





Pursuant to a compensation agreement with our CEO, effective October 4, 2010, the Company granted a stock award in the amount of 150,000 shares of the Company's common stock to our CEO. The shares are valued at $37,500 or $0.25 per share, the fair value at date of grant. The Company recorded share-based compensation of $37,500 in the three months ended November 30, 2010.





Pursuant to a compensation agreement with our CFO, effective October 19, 2010, the Company granted a stock option award for the purchase of 50,000 shares of Company common stock at an exercise price of $0.25 per share, which represents the fair value at date of grant.  The option is immediately exercisable for five years from the date of issuance. The weighted average remaining contractual life at November 30, 2010 is 4.88 years.The fair value of the option, $10,174, was calculated using the Black-Scholes pricing model with the following assumptions: 0% dividend yield; 1.14% risk free interest rate; 116.84% volatility; 5 year expected life.  Share-based expense based on the fair value of the option is charged to operations over the vesting period.  The expense recorded in the three months ended November 30, 2010 was $10,174.





9








TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)




Note 7
Income Taxes




Net deferred tax assets and liabilities consist of the following components:




November 30


August 31,2010


2010(Unaudited)Deferred tax assets:Pre-operating costs

$
102,244


$
47,526Valuation allowance


(102,244
)


(47,526
)Net deferred tax assets

$
--


$
--




The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the three months ended November 30, 2010 and 2009 as follows:




2010


2009U.S. statutory rate


(34%
)


(34%
)State income tax – net of federal benefit


(5%
)


(5%
)Change in valuation allowance


39%



39%Effective Rate


--



--




At November 30, 2010, the Company had approximately $262,000 of capitalized pre-operating costs that have not been deducted for tax purposes.  These costs will be amortized in the 180 month period following the commencement of operations. No tax benefit has been reported in the November 30, 2010 and 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.




Based upon historical net losses and the Company being in the development stage, management believes that it is not more likely than not that the deferred tax assets will be realized and has provided a valuation allowance of 100% of the deferred tax asset.  The valuation allowance increased by approximately $55,000 and $11,000 in the three months ended November 30 2010 and the year ended August 31, 2010, respectively.







10





TC POWER MANAGEMENT CORP.


(A Development Stage Company)


Notes to Financial Statements


(Unaudited)




Note 8
Subsequent Events




In accordance with ASC 855, “Subsequent Events” the Company evaluated subsequent events after the balance sheet date.





Subsequent to November 30, 2010, the Company continued to initiate its business plan by actively seeking merger or acquisition candidates with rights to mineral properties for the exploration and development of precious metal properties. As of the date of this filing, no formal plans have been finalized.




















11








ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





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, 2010, 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, 2010.





Overview.The Company was incorporated in the State of Nevada on February 13, 2007. The Company is in the development stage of its business.  It abandoned its previous business of providing consulting services to private and public entities seeking assessment, development, and implementation of energy generating solutions. We plan to change our planned business activities to the exploration and development of precious metal properties.  We intend to merge with or acquire another business, if possible, but we may not be successful in that endeavour. We have not yet begun operations. Our plan of operation is forward looking, and there is no assurance that we will ever begin operations.








12





For the three months ended November 30, 2010, as compared to the three months ended November 30, 2009.





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, 2010 our total operating expenses was $140,348, as compared to total operating expenses of $3,543 for the three months ended November 30, 2009. Our total operating expenses consist primarily legal expenses, accounting expenses and stock based compensation related to being a public company and our change in business strategy. 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, 2010, our net loss was $140,348, as compared to the three months ended November 30, 2009, in which our net loss was $3,543.  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 $135 as of November 30, 2010 which equals our total assets of $135 as of that date. We are seeking to raise additional funds to meet our working capital needs principally through the sales of our securities.  As of the date of this report, additional funding has not been secured and no assuarance may be given that we will be able to raise additional funds.





As of November 30, 2010, our total liabilities were $94,932, compared to $6,026 as of August 31, 2010.  Of that amount for the period ended November 30, 2010, none is owed to a related party compared to August 31, 2010 where we had a related party note payable owed to Nigel Johnson, our former CEO, of $2,250 for administrative expenses.





As of November 30, 2010 we had a promissory note in the amount of $10,000 due in 1 year accruing interest at 8%.  The loan is from an unrelated party and is unsecured.  As of August 31, 2010, we did not have any notes payable to unrelated parties.





At inception, we sold 20,000,000 shares of common stock to our officers and director for $500 in cash. In 2008, we sold an additional 4,483,400 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 and subsequently abandoned that business.





During fiscal 2011, we expect that the legal and accounting costs of being a public company will continue to impact our liquidity, and we will 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.  At this time, though, we do not have any arrangement with any of our officers, directors or shareholders to provide any funding for the Company.








13





Plan of Operation





In order to commence the exploration and development of precious metal properties, we will need to accomplish the following milestones:





1.         Acquire Mineral Properties. We will need to raise additional funds or issue shares of the Company to pay for the cost to acquire mineral properties.





2.         Hire Qualified Staff.We will need to hire qualified people to execute our new business plan to acquire precious metal mineral properties. We will need to raise additional funds to attract qualified people to our Company. We intend to hire new employees as warranted by our business plan. Our officer and director will handle our administrative duties.





If we are not able to negotiate suitable terms to raise capital, then we may have to suspend or cease operations.  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 raise additional capital to operate. 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.





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, including, but not limited to, a tightening in the equity and credit markets as well the general turmoil in the capital markets. 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 have abandoned our previous business and now intend to focus on the exploration and development of mineral exploration properties.Subsequent to November 30, 2010, we continued to initiate our business plan by actively seeking merger and acquisition candidates with rights to mineral properties for the exploration and development of precious metal properties and seeking to raise additional funds through the sale of our equity securities. As of the date of this filing, no formal plans have been finalized. We cannot guaranty that we will acquire or enter into any joint venture with any third party, for the acquisition of any mineral properties or that we will be able to raise sufficient funds to finance our operations.








14





Off-Balance Sheet Arrangements





We have no off-balance sheet arrangements.





Item 3. Quantitative and Qualitative Disclosures about Market Risk





Not applicable.





Item 4. Controls and Procedures





Evaluation of disclosure controls and procedures. Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports filed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of Steven A. Sanders, Chief Executive Officer and Frank Lamendola our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of that evaluation, Messrs. Sanders and Lamendola concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required.  The reason we believe our disclosure controls and procedures are not effective is because:





1.
No independent directors;


2.
No segregation of duties;


3.
No audit committee; and


4.
Ineffective controls over financial reporting.





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.














15





PART II:  OTHER INFORMATION





Item 1. Legal Proceedings.





None.





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





Effective October 19, 2010, holders of 20,000,000 shares of our common stock, representing approximately 81.2% of our outstanding common stock, have executed a written consent in lieu of Annual Meeting (the "Written Consent") to:





●
Amend our Articles of Incorporation to change the name of our Company from “TC Power Management Corp.” to “Axiom Gold and Silver Corp.”;●
Amend our Articles of Incorporation to authorize the issuance of up to 10,000,000 shares of preferred stock, no par value; and●
Adopt the 2010 Stock Option Plan (the "Plan") pursuant to which our board of directors is given the ability to provide incentives through the issuance of options to purchase up to 3,000,000 shares of our common stock, to certain employees, directors, officers and consultants.


These resolutions have been suspended until a later date.





Item 5.  Other Information





None.





Item 6.  Exhibits





31.1
Certification of Principal Executive Officer  pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 193431.2
Certification of Chief Financial Officer and Acting Principal Accounting Officer pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 193432.1
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 200232.2
Certification of Chief Financial Officer and Acting Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002























16





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.








By: /s/ Steven A Sanders


Steven A. Sanders


Its: President, Chief Executive Officer, Director (Principal Executive Officer).