AXIOM OIL & GAS CORP. - FORM 10-Q/A

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EX-32 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - AXIOM OIL & GAS CORP.	tcpowerexhibit32022810.htm
EX-31 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER - AXIOM OIL & GAS CORP.	tcpowerexhibit31022810.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1


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

	For the quarterly period ended February 28, 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.)

628 11th Avenue 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. x Yes o 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 (¬ß232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o 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	o
Non-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). x Yes o No

As of April 2, 2010, there were 6,120,850 shares of the issuer $.001 par value common stock issued and outstanding.

EXPLANATORY NOTE

On April 8, 2010, TC Power Management Corp. (the “Company”) filed its Quarterly Report on Form 10-Q for the three month period ended February 28, 2010 (the “Form 10-Q”). The Company is filing this Amendment No.1 to its Form 10-Q (“Amendment No. 1”) to revise certain disclosures which were inadvertently omitted. This Amendment No. 1 completely replaces the Form 10-Q.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, are filed as exhibits to Amendment No. 1. Other than as set forth above, Amendment No. 1 does not modify or update any of the other disclosure contained in the Form 10-Q and does not reflect events occurring after the filing of the Form 10-Q on April 8, 2010.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TC POWER MANAGEMENT CORP.

(A Development Stage Company)

Balance Sheets

(Unaudited)

ASSETS


	February 28,			August 31,
	2010			2009

CURRENT ASSETS

Cash		$	4,373		$	22,743

TOTAL ASSETS		$	4,373		$	22,743

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)


	February 28,			August 31,
	2010			2009


CURRENT LIABILITIES

Accounts payable	$	1,767		$	—
Accounts payable – Related party		—			1,000
Related party loan payable		3,404			3,404


TOTAL LIABILITIES		5,171			4,404


STOCKHOLDERS’ EQUITY (DEFICIT)

Common stock, $0.001 par value, 100,000,000 shares authorized, 6,120,850 shares issued and outstanding		6,121			6,121
Additional paid-in capital		106,464			106,464
Deficit accumulated during the development stage		(113,383	)		(94,246	)


Total Stockholders’ Equity (deficit)		(798	)		18,339


TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	4,373		$	22,743

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

TC POWER MANAGEMENT CORP.

(A Development Stage Company)

Statements of Expenses

(Unaudited)


	For the Three Months Ended						For the Six Months Ended						From inception on February 13, 2007 Through
	February 28						February 28						February 28,

	2010			2009			2010			2009			2010


OPERATING EXPENSES
General and administrative	$	15,594		$	2,775		$	19,137		$	6,305		$	113,383

NET LOSS	$	(15,594	)	$	(2,775	)	$	(19,137	)	$	(6,305	)	$	(113,383	)


BASIC AND FULLY DILUTED (LOSS) PER COMMONSHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)		N/A


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		6,120,850			6,120,850			6,120,850			6,120,850			N/A

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

TC POWER MANAGEMENT CORP.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)


	For the Six Months Ended			For the Six Months Ended			From inception (February 13, 2007) Through
	February 28, 2010			February 28, 2009			February28, 2010


CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(19,137	)	$	(6,305	)	$	(113,383	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Prepaid expenses		—			18,000			—
Accounts payable		1,767			2,650			1,767
Accounts payable – Related Party		(1,000	)		—			—

Net Cash Provided (Used in) Operating Activities		(18,370	)		14,345			(111,616	)


CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of common stock		—			—			112,585
Proceeds from related party loan		—			—			3,404

Net Cash Provided by Financing Activities		—			—			115,989


NET CHANGE IN CASH		(18,370	)		14,345			4,373

Cash balance, beginning of period		22,743			62,345			—


Cash balance, ending of period	$	4,373		$	76,690		$	4,373


NON-CASH INVESTING AND FINANCING ACTIVITIES:

Cash Paid For:

Interest	$	—		$	—		$	—
Income taxes	$	—		$	—		$	—

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

TC POWER MANAGEMENT CORP.

(A Development Stage Company) 

Notes to the Unaudited Financial Statements

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 six months ended February 28, 2010, 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 February 28, 2010, the Company had a note payable to an officer totaling $3,404. The note is unsecured, bears no interest and is due upon demand. As of August 31, 2009 the Company had accounts payable to a related party in the amount of $1,000 for services provided by an officer, during six months ended February 28, 2010 this amount was paid.

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 is unable to continue as a going concern.

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 February 28, 2010.

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.

For the three months ended February 28, 2010, as compared to the three months ended February 28, 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 February 28, 2010 our total operating expenses was $15,594, as compared to total operating expenses of $2,775 for the six months ended February 28, 2009. 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 February 28, 2010, our net loss was $15,594, as compared to the three months ended February 28, 2009, in which our net loss was $2,775. We expect to continue to incur net losses for the foreseeable future and until we generate significant revenues.

For the six months ended February 28, 2010, as compared to the six months ended February 28, 2009.

Results of Operations

Operating Expenses. For the six months ended February 28, 2010 our total operating expenses was $19,137, as compared to total operating expenses of $6,305 for the six months ended February 28, 2009. 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 six months ended February 28, 2010, our net loss was $19,137, as compared to the six months ended February 28, 2009, in which our net loss was $6,305. 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 $4,373 as of February 28, 2010 which equals our total assets of $4,373 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 February 28, 2010, our total liabilities were $5,171, of which $3,040 is related party a note payable to Gordon Douglas, our former president and $1,767 is for legal fees payable to a third party. 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 that the legal and accounting costs of being a public company will 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.

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 February 28, 2010.

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 February 28, 2010, 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 1934

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

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 corporation

April 8, 2010	By:	/s/ Nigel Johnson

		Nigel Johnson
	Its:	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director (Principal Executive, Financial and Accounting Officer)

AXIOM OIL & GAS CORP. - FORM 10-Q/A - April 8, 2010

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