Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 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 registrant as specified in its charter)
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Nevada
(State of other jurisdiction of incorporation or organization)
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27-0686445
(IRS Employer Identification Number)
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501 Madison Avenue, 14th Floor, New York, NY 10022
(Address of principal executive offices)
(212) 588-0022
(Registrant's telephone number, including area code)
628 11th Avenue NE, Calgary, Alberta, Canada T2E 0Z7
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes xNo
Indicate by check mark if registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes xNo
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes □No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of November 19, 2010: $1,297,352
State the number of shares outstanding of each of the issuer's classes of common equity, as of March 17, 2011: 24,633,400 shares of common stock.
Documents incorporated by reference. There are no annual reports to security holders, proxy information statements, or any prospectus filed pursuant to Rule 424 of the Securities Act of 1933 incorporated herein by reference.
EXPLANATORY NOTE TO 10-K/A
This Amendment No. 1 (“Amendment No. 1”) amends the Annual Report on Form 10-K of TC Power Management Corp. (the “Company”) for the fiscal year ended August 31, 2010, originally filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2010 (the “Original Filing”). The Company is filing this Amendment No. 1 solely to correct certain technical inconsistencies in the Certifications of the Company’s Principal Executive Officer and Acting Principal Accounting Officer, which were filed as Exhibits 31.1 and 31.2 and to set out the list of Exhibits in Item 15 of the Original Filing. Except as described above, no other changes have been made to the Original Filing, and all other disclosure in the Original Filing speaks as of the date made.
Item 15. Exhibits, Financial Statement Schedules.
Exhibits
The following documents are included herein:
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Exhibit No.
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Document Description
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14
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Code of Ethics (incorporated by reference to Exhibit 14 in the Original Filing)
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31.1
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Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
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31.2
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Certification of Acting Principal Accounting Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.
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32.1
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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 (incorporated by reference to Exhibit 32.1 in the Original Filing).
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32.2
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Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 in the Original Filing).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TC POWER MANAGEMENT CORP.
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By:
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/s/ John Larson
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John Larson
March 21, 2011
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President, Chief Executive Officer and director (Principal Executive Officer)
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ John Larson
March 21, 2011
John Larson
Its: President, Chief Executive Officer
and director (Principal Executive Officer)