U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q  XQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended September 30, 2012  ___TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT  For the transition period from _______________ to _______________  Commission File number 001-10320  Tempco, Inc. (Exact name of registrant as specified in its charter)  Nevada13-3465289(State or other jurisdiction of(I.R.S. Employerincorporation of organization)Identification No.)  7377 East Doubletree Road, Suite 288 Scottsdale, AZ 85258 (Address of principal executive offices)  (480) 272-8745 (Issuer’s telephone number)  _________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report)  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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.   Yes  X     No  ___  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)   Yes  X     No   ___  Indicate by check mark whether the registrant is a large accelerated filer, 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 ___Accelerated Filer ___Non-accelerated filer ___
(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  ___    No X  APPLICABLE ONLY TO CORPORATE ISSUERS  As of November 14, 2012 the issuer had 18,566,636 shares of Common Stock outstanding, par value $.005 per share.    PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

September 30,June 30,20122012ASSETSCurrent assets:Cash and cash equivalents$368,310$640,458Prepaid expenses5,4102,342Other assets, net—46,146Total current assets373,720688,946Intangible assets542,742347,112Total Assets$916,462$1,036,058LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)Current Liabilities:Accounts payable$26,007$23,955Accounts payable-related party—2,027Accrued liabilities8,26011,012Convertible notes payable, net of $0.00 discount and $597,703, respectively—57,297Convertible notes payable- related party, current, net of discount $0.00 and $25,550, respectively——Total current liabilities34,26794,291Total Liabilities34,26794,291Commitments:——Stockholders’ equity (deficit):Common stock, $.005 par value 50,000,000 authorized; 18,146,636 and 15,490,016 issued and outstanding as of September 30, 2012 and June 30, 2012 respectively90,73377,450Additional paid in capital14,735,77713,944,172Accumulated deficit prior to reentering the development stage(11,160,829)(11,160,829)Deficit accumulated in the development stage(2,783,486)(1,919,026)Total stockholders’ equity (deficit)882,195941,767Total liabilities and stockholders’ equity (deficit)$916,462$1,036,058

The Accompanying Notes are an Integral Part of the Unaudited Financial Statements



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TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Cumulative SinceReentering theDevelopment Stage,For the Three Months EndedFebruary 5, 2008 toSeptember 30,September 30,201220112012Costs and ExpensesGeneral and administrative$127,856$16,083$1,321,497Directors fees3,000157,500486,092Operating loss130,856173,5831,807,589Net loss from operations(130,856)(173,583)(1,807,589)Other Income (Expense)Interest expense(733,554)(14,876)(999,194)Interest income——23,547Debt conversion expense———(733,554)(14,876)(975,647)Provision for income taxes(50)—(250)Net Loss$(864,460)$(188,459)$(2,783,486)Basic and diluted loss per share$(0.05)$(0.02)Basic and diluted weighted average common shares outstanding17,108,14111,490,016

The Accompanying Notes are an Integral Part of the Unaudited Financial Statements



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TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)


|                                                                                       |  |                            |          |                     |   |          |   |                    |            |  
|-------------------------------------------------------------------------------------- |  | -------------------------- | -------- | ------------------- | - | -------- | - | ------------------ | ---------- | -
|                                                                                       |  |                            |          |                     |   |          |   | Cumulative Since   |           
|                                                                                       |  |                            |          |                     |   |          |   | Reentering the     |           
|                                                                                       |  |                            |          |                     |   |          |   | Development Stage, |           
|                                                                                       |  | For the Three Months Ended |          | February 5, 2008 to |  
|                                                                                       |  | September 30,              |          | September 30,       |  
|                                                                                       |  | 2012                       |          | 2011                |   | 2012     |  
|Cash flows from operating activities                                                   |  |                            |          |                     |   |          |   |                    |            |  
|Net loss                                                                               |  | $                          | (864,460 | )                   | $ | (188,459 | ) | $                  | (2,783,486 | )
|Adjustments to reconcile net loss to net cash provided (used) by operating activities: |  |                            |          |                     |   |          |   |                    |            |  
|Stock based compensation                                                               |  |                            | 69,931   |                     |   | 112,500  |   |                    | 380,923    |  
|Amortization and depreciation                                                          |  |                            | 6,870    |                     |   | —        |   |                    | 6,870      |  
|Amortization of beneficial conversion feature and offering costs                       |  |                            | 643,849  |                     |   | 12,775   |   |                    | 880,884    |  
|Financing expense due to sweetener for conversion of debt                              |  |                            | 85,800   |                     |   | —        |   |                    | 85,800     |  
|Loss on settlement of note receivable and accrued interest                             |  |                            | —        |                     |   | —        |   |                    | 69,750     |  
|Loss on settlement of notes payable                                                    |  |                            | —        |                     |   | —        |   |                    | 525,000    |  
|Accrued interest receivable                                                            |  |                            | —        |                     |   | —        |   |                    | (14,750    | )
|Changes in Assets and Liabilities:                                                     |  |                            |          |                     |   |          |   |                    |            |  
|Deferred offering costs                                                                |  |                            | —        |                     |   | (46,076  | ) |                    | —          |  
|Prepaid expenses                                                                       |  |                            | (3,068   | )                   |   | 3,275    |   |                    | (18,409    | )
|Other assets                                                                           |  |                            | —        |                     |   | —        |   |                    | (46,146    | )
|Accounts payable                                                                       |  |                            | 2,052    |                     |   | (15,104  | ) |                    | 26,007     |  
|Accounts payable-related party                                                         |  |                            | (2,027   | )                   |   | —        |   |                    | 50,000     |  
|Accrued liabilities                                                                    |  |                            | 6,405    |                     |   | 22,230   |   |                    | 17,417     |  
|Net cash used by operating activities                                                  |  |                            | (54,648  | )                   |   | (98,859  | ) |                    | (820,140   | )
|                                                                                       |  |                            |          |                     |   |          |   |                    |            |  
|Cash flows from investing activities                                                   |  |                            |          |                     |   |          |   |                    |            |  
|Purchase of intangible asset                                                           |  |                            | (202,500 | )                   |   | —        |   |                    | (250,000   | )
|Collection of note receivable                                                          |  |                            | —        |                     |   | —        |   |                    | 145,000    |  
|Net cash provided by (used) by investing activities                                    |  |                            | (202,500 | )                   |   | —        |   |                    | (105,000   | )
|                                                                                       |  |                            |          |                     |   |          |   |                    |            |  
|Cash flows from financing activities:                                                  |  |                            |          |                     |   |          |   |                    |            |  
|Repayment of debt                                                                      |  |                            | —        |                     |   | (2,789   | ) |                    | (33,036    | )
|Repayment of debt-related party                                                        |  |                            | —        |                     |   | —        |   |                    | (34,188    | )
|Proceeds from notes payable                                                            |  |                            | —        |                     |   | —        |   |                    | 262,486    |  
|Proceeds from convertible notes payable-related party                                  |  |                            | —        |                     |   | 95,688   |   |                    | 184,188    |  
|Proceeds from convertible notes payable                                                |  |                            | —        |                     |   | —        |   |                    | 655,000    |  
|Proceeds from sale of common stock                                                     |  |                            | —        |                     |   | —        |   |                    | 225,000    |  
|Disbursement for cancellation of an option                                             |  |                            | (15,000  | )                   |   | —        |   |                    | (15,000    | )
|Proceeds from exercise of option                                                       |  |                            | —        |                     |   | —        |   |                    | 9,000      |  
|Net cash provided by financing activities                                              |  |                            | (15,000  | )                   |   | 92,899   |   |                    | 1,253,450  |  
|Net change in cash and cash equivalents                                                |  |                            | (272,148 | )                   |   | (5,960   | ) |                    | 328,310    |  
|Cash and cash equivalents at beginning of year                                         |  |                            | 640,458  |                     |   | 6,615    |   |                    | 40,000     |  
|Cash and cash equivalents at end of period                                             |  | $                          | 368,310  |                     | $ | 655      |   | $                  | 368,310    |  
|                                                                                       |  |                            |          |                     |   |          |   |                    |            |  
|Supplemental Disclosures:                                                              |  |                            |          |                     |   |          |   |                    |            |  
|Cash paid for income taxes                                                             |  | $                          | 50       |                     | $ | 50       |   | $                  | 200        |  
|Cash paid for interest                                                                 |  | $                          | —        |                     | $ | 124      |   | $                  | 11,528     |  
|Non Cash Investing and Financing Activities:                                           |  |                            |          |                     |   |          |   |                    |            |  
|Beneficial Conversion Feature                                                          |  | $                          | —        |                     | $ | —        |   | $                  | 655,000    |  
|Beneficial Conversion Feature- related party                                           |  | $                          | —        |                     | $ | —        |   | $                  | 154,188    |  
|Forgiveness of debt- related party                                                     |  | $                          | —        |                     | $ | —        |   | $                  | 50,000     |  
|Repayment of notes payable through issuance of common stock                            |  | $                          | 655,000  |                     | $ | —        |   | $                  | 655,000    |  
|Intangible assets acquired through issuance of warrant                                 |  | $                          | —        |                     | $ | —        |   | $                  | 299,612    |  

The Accompanying Notes are an Integral Part of the Unaudited Financial Statements  - 4 -   TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of Presentation, Interim Consolidated Financial Statements, and Going Concern

Tempco, Inc. was incorporated in Nevada in June 1988 as Richard Barrie Fragrances, Inc. Over the years, the Company changed its name several times, most recently to Tempco, Inc. on February 4, 2008. The consolidated financial statements include the accounts of Tempco, Inc. and its wholly-owned subsidiaries (collectively, “We” “Our” or the “Company”), NETtime Solutions, Inc. an Arizona corporation, and Net Edge Devices, LLC, an Arizona Limited Liability Company. All intercompany accounts and transactions have been eliminated in consolidation.

Interim Financial Statements

The accompanying unaudited condensed consolidated financial statements of Tempco, Inc. and subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission, and are unaudited.  Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented have been made.  The results for the three month period ended September 30, 2012, may not be indicative of the results for the entire year.  These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2012.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ materially from these estimates.

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 which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.  If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources.  Management’s plans to obtain such resources for the Company include (i) obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses; (ii) obtaining funding from outside sources through the sale of its debt and/or equity securities; and (iii) commencing sales of ESIO Franchises. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

Note 2 – Intangible Assets

On August 14, 2012 the Company executed the Regional Developer Agreement (the “RDA”) and three franchise agreements (the “FA”) with ESIO Franchising, LLC (“ESIO”) for the Dallas/Fort Worth region of Texas (the “Territory”) and three franchises therein. The Company has paid $250,000 cash to ESIO and issued a warrant valued at $299,612 for the purchase of the RDA and FA. The agreements have a ten year term with an option to renew for two additional ten year periods.

At September 30, 2012, the company has recorded amortization expense of $6,870 in relation to the agreements.


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TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 – Stockholders’ Equity

Between July 31, 2012 and August 14, 2012, the Company issued 2,656,620 shares of its common stock along with warrants to purchase 2,656,620 shares of its common stock at an exercise price of $.75 for the conversion of $655,000 of convertible notes payable and accrued interest of $9,124. As consideration for the conversion of the notes, the Company issued the note holders a warrant to purchase 12,500 shares of common stock at $.75 for each $25,000 of principal converted resulting in the issuance of 327,500 additional warrants. Included as interest expense at September 30, 2012 is $85,800 related to the additional warrants issued to the note holders for the early conversion of their notes. In relation to the conversion of the notes, the Company also issued warrants to purchase an additional 241,358 shares at $.75 to finders. The shares were issued to 16 accredited investors and are exempt from registration pursuant to SEC Regulation D.

In August 2012, the Company paid $15,000 for the cancellation of an optionto purchase 300,000 shares of common stock. The options had an exercise price of $.09 per share.

On September 17, 2012, the Company authorized the issuance of 1 million warrants to a third party. The warrants vest 250,000 warrants at issuance and 250,000 warrants every three months thereafter. As of September 30, 2012, 250,000 warrants vested valued at $69,931 and were recorded as stock compensation expense.

As of September 30, 2012, a summary of the warrants outstanding is as follows:

Expected volatility303%Risk-free interest rate0.62%Expected dividends0%Expected lives (in years)5
WeightedNumber ofAverageSharesExercise PriceWarrants outstanding - June 30, 20124,045,000$ 0.71Granted3,475,7480.75Expired——Warrants outstanding - September 30, 20127,520,748$ 0.73
Note 4–Subsequent Events

The Company has evaluated events that occurred subsequent to September 30, 2012 and through the date the financial statements were issued.

On November 1, 2012 we entered into the Second Amendment to Regional Development Deposit Agreement with ESIO Franchising, LLC (“EFC”), which delays the dates which we must purchase our second and subsequent regional developer areas from EFC for an additional three months from November 1, 2012. The expiration dates for the five regional areas commence on February 1, 2013 with the next region option expiring every 3 months thereafter through December 1, 2013. We paid $25,000 to EFC for this region option extension, of which $22,500 will be credited against the purchase price of a region we acquire from EFC on or before February 1, 2013.

We have received proceeds of $105,000 from the sale of 420,000 Units in a private placement. The Units consist of one share and a warrant to purchase an additional share at $.75.


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Item 2. Management’s Discussion and Analysis of Financial Condition and Plan of Operation.

Plan of Operation

On August 14, 2012 Tempco, Inc. (the “Registrant”) executed a Regional Developer Agreement (the “RDA”) and three franchise agreements (the “FA”) with ESIO Franchising, LLC (“ESIO”) for the Dallas/Fort Worth region of Texas (the “Territory”) and three franchises therein. The Dallas/Fort Worth region has a population of over 7,700,000 people and over 2,800,000 households. Upon the execution of the RDA Registrant paid $250,000 cash to ESIO, including a credit of $70,000 from a payment made earlier in the year on a deposit agreement covering 10 other regions with ESIO.

Registrant must commence operations of its Regional Development business and first 3 franchises within 1 year of the execution of the RDA or forfeit its rights under the RDA and three franchise agreements. Further, Registrant must sell or open 12 additional franchises in the Territory within the 10 year term of the RDA, the first two of which must be in operation within the third year after the execution of the RDA. Under the RDA once its three franchises are operating, Registrant will receive 50% of the initial franchise fees ESIO receives from its franchisees in the Territory and 40% of all royalties ESIO receives from its franchisees in the Territory, excluding advertising fund payments. The RDA and the FA contain standard franchise industry language concerning confidentiality and the use of ESIO’s marks, as well as other standard industry provisions.

Pursuant to the terms of the RDA and the FA Registrant and future franchisees will be marketing and servicing ESIO’s multi-serve beverage dispensing systems and beverage products for use in the home and office. The ESIO Beverage System includes countertop and floor stand beverage dispensers that conveniently offer any size hot and cold drinks at the touch of a button. ESIO’s patented E-Paks deliver perfectly blended national brand and private label juices, sport drinks, vitamin waters, teas and coffees. More information on the ESIO Beverage System and its franchises is available at www.esiobev.com.

On November 5, 2012 our Board of Directors approved a name change to “Esio Water And Beverage Development Corp.”  This name change will become effective when our new name and trading symbol is approved by the Financial Industry Regulatory Authority (“FINRA”). This approval process has been adversely impacted by damage from Hurricane Sandy.

As of September 30, 2012, we have approximately $368,000 in cash and cash equivalents. We believe this will be sufficient to fund the costs of funding general and administrative expenses for the next 12 months, however, we do not believe that it will be sufficient to exercise our option to purchase additional regional franchises without raising additional capital.

During the next 12 months we anticipate incurring costs related to:

(i)Filing of Exchange Act reports;(ii)Officer and director’s salaries and rent, consulting fees; and(iii)Commencing our operation of a Regional Franchise in the Dallas/Ft. Worth area.
We believe we will be able to meet these costs through use of existing cash and cash equivalents or additional amounts, as necessary, to be loaned by or invested in us by our stockholders, management or other investors. However, no assurance can be given that we will be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. In the absence of obtaining additional financing, the Company may be unable to fund its operations.  Accordingly, the Company’s financial condition could require that the Company seek the protection of applicable reorganization laws in order to avoid or delay actions by third parties, which could materially adversely affect, interrupt or cause the cessation of the Company’s operations. As a result, the Company’s independent registered public accounting firm has issued going concern opinion on the consolidated financial statements of the Company for the fiscal year ended June 30, 2012.

Critical Accounting Policies

Our significant accounting policies are described in the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended June 30, 2012.


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General and Administrative Expenses

For the three months ended September 30, 2012 and 2011 we have recorded operating expenses of $130,856 and $173,583, respectively, which includes directors’ fees of $3,000 and $157,500 at September 30, 2012 and 2011, respectively. Our operating expenses in the current and prior fiscal year consist primarily of legal and accounting fees, and other costs associated with maintaining the company as a publicly traded entity and for the current year quarter, costs incurred in relation to the execution of the Regional Development Agreement with ESIO. The decrease in the current fiscal quarter from the prior fiscal quarter is primarily due to the decrease in directors’ fees offset by the increase in other general administrative expenses.  Our operating expenses from the date of reentering the development stage (February 5, 2008) through September 30, 2012 were $1,807,589 which includes directors’ fees of $486,092.

Net Loss

For the three months ended September 30, 2012 and 2011, we have reflected net loss of $864,460 and $188,459, respectively. The increase in the net loss is due to a charge to interest expense in the amount of $733,554 which arose due to beneficial conversion expense associated with notes payable converted to common stock and the issuance of warrants as a sweetener for the early conversion of the notes, as well as an increase in general and administrative expenses, offset by a decrease in directors fees. Our net loss from the date of reentering the development stage (February 5, 2008) through September 30, 2012 was $2,783,486.

Liquidity and Capital Resources

As of September 30, 2012 we have current assets of $373,720 and working capital of $339,453. On November 1, 2012 we paid $25,000 for the Second Amendment to Regional Development Deposit Agreement with ESIO Franchising, LLC. We anticipate expending funds for the purchase of equipment, software, inventory, salaries, rent and other related business expenses. In addition to the amount already paid for the purchase of the license, we estimate that the working capital requirement for the Dallas/Ft. Worth area will be approximately $300,000 prior to reaching profitability. Further pursuant to our Regional Developer Deposit Agreement entered into on April 11, 2012, we have the option, but not the obligation to purchase additional Regional Development Franchise in the following areas:

1.State of Arizona2.Jacksonville Florida metropolitan area3.Houston Texas metropolitan area4.San Antonio Texas metropolitan area5.State of Colorado
The option period for the first five numbered optioned areas shall expire on February 1, 2013, with the next region option expiring every 3 months thereafter through December 1, 2013.

In addition, the Registrant shall have an option to purchase Regional Development Franchises in the following Optioned Areas in the State of California: San Francisco, CA –Bay Area and Eureka; Sacramento, CA and Chico, Reno, Nevada; Orange County, CA; San Diego and Imperial, California; and Northwest Los Angeles, CA – Ventura to San Luis Obispo. The option period for each of the optioned areas in the State of California shall commence on the effective registration date of the 2012 Franchise Disclosure Document with the state of California (“the Registration Date”) and expire one year after the registration date, which was June 25, 2012.

We anticipate that the purchase price of each of the aforementioned option areas will be approximately $250,000. Additionally, we anticipate that we will require working capital of $300,000 per optioned area to reach profitability.

These activities are likely to have a material impact on our liquidity. We will need to raise additional capital in order to purchase the remaining 10 optioned areas. We may not have sufficient funds to purchase any other region or all ten regions within the contracted time limits.

Off-balance sheet arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk generally represents the risk that losses may occur in the values of financial instruments as a result of movements in interest rates, foreign currency exchange rates and commodity prices. We do not have foreign currency exchange rate or commodity price market risk.

Interest Rate Risk—From time to time we temporarily invest our excess cash in interest-bearing securities issued by high-quality issuers. We monitor risk exposure to monies invested in securities in our financial institutions. Due to the short time the investments are outstanding and their general liquidity, these instruments are classified as cash equivalents in our condensed consolidated balance sheets and do not represent a material interest rate risk.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.  Our principal executive and financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15e and 15d — 15e) as of the quarter ended September 30, 2012 (the “Evaluation Date”), have concluded that, as of such date, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting.  There were no changes in our internal control over financial reporting during the fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

FORWARD-LOOKING INFORMATION

The statements contained in this Quarterly Report on Form 10-Q that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995), 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.  The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties.  These statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.  Investors are cautioned that these forward-looking statements that are not historical facts are only predictions.  No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. Because of the number and range of assumptions underlying the Company’s projections and forward-looking statements, many of which are subject to significant uncertainties and contingencies that are beyond the reasonable control of the Company, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may occur subsequent to the date of this report.  These forward-looking statements are based on current expectations and the Company assumes no obligation to update this information.  Therefore, the actual experience of the Company and the results achieved during the period covered by any particular projections or forward-looking statements may differ substantially from those projected.  The inclusion of projections and other forward-looking statements should not be regarded as a representation by the Company or any other person that these estimates and projections will be realized, and actual results may vary materially.  There can be no assurance that any of these expectations will be realized or that any of the forward-looking statements contained herein will prove to be accurate.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

As of the date of this report, the Company is not currently involved in any legal proceedings.

Item 1A. Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


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

Quarter ended September 30, 2012

Information previously filed.

Subsequent to September 30, 2012

During October and November 2012 the Company received proceeds of $105,000 in a private placement from the sale of 420,000 Units consisting, with each unit consisting of one share and a warrant to an additional share at $.75. The units were issued to 3 accredited investors and are exempt from registration pursuant to SEC Regulation D.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other information

None.

Item 6. Exhibits

ExhibitNumberDescriptionBy Referencefrom DocumentNo. InDocument10.1Regional Developer Deposit AgreementA10.110.1Regional Developer AgreementB10.110.2Form of Three Franchise AgreementsB10.210.1Second Amendment to Regional Developer Deposit AgreementC10.131.1Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*—31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*—32.1Certification of President and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*—32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*—101Interactive Data Files of Financial Statements and Notes**—___________________
A.Form 8-K Current Report reporting event on April 12, 2012B.Form 8-K Current Report reporting event on August 14, 2012C.Form 8-K Current Report reporting event on November 1, 2012*Filed herewith.**To be submitted by amendment.

- 10 -

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.

TEMPCO, INC.

Dated:  November 19, 2012
By  /s/ Anthony Silverman
Anthony Silverman
President and Chief Executive Officer

Dated:  November 19, 2012
By  /s/ Kimberly A Conley
Kimberly A Conley
Chief Financial Officer


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