U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

      For the quarterly period ended September 30, 2009

___   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 small business issuer as specified in its charter)

            Nevada                                                13-3465289
            ------                                                ----------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation of organization)                              Identification No.)

                 7625 East Via Del Reposa, Scottsdale, AZ 85258
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (480) 272-8745
                                 --------------
                           (Issuer's telephone number)

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 ___    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 ___                     Smaller Reporting Company _X_
   (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).    Yes _X_    No ___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: At October 18, 2009 the issuer
had outstanding 11,403,711 shares of Common Stock, par value $.005 per share.

<PAGE>

                                TABLE OF CONTENTS                           PAGE
                                -----------------                           ----

                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

         Condensed Consolidated Balance Sheets as of September 30, 2009
          (unaudited) and June 30, 2009 ....................................   2

         Unaudited Condensed Consolidated Statements of Operations for
          the Three Months Ended September 30, 2009 and 2008 ...............   3

         Unaudited Condensed Consolidated Statement of Shareholders'
          Equity (Deficit) for the Three Months Ended September 30, 2009 ...   4

         Unaudited Condensed Consolidated Statements of Cash Flows for
          the Three Months Ended September 30, 2009 and 2008 ...............   5

         Notes to Unaudited Condensed Consolidated Financial Statements ....   6

Item 2.  Management's Discussion and Analysis or Plan of Operation .........   9

Item 3.  Quantitative and Qualitative Disclosures about Market Risk ........  11

Item 4T. Controls and Procedures ...........................................  11

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .................................................  13

Item 1A. Risk Factors ......................................................  13

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .......  13

Item 3.  Defaults Upon Senior Securities ...................................  13

Item 4.  Submission of Matters to a Vote of Security Holders ...............  13

Item 5.  Other information .................................................  13

Item 6.  Exhibits ..........................................................  13

Signatures .................................................................  14

<PAGE>

                         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,
                                                       2009            2009
                                                   ------------    ------------

                                     ASSETS
Current assets:
  Cash and cash equivalents ....................   $    193,808    $    213,943
  Prepaid expenses .............................          7,169          10,355
                                                   ------------    ------------

     Total current assets ......................        200,977         224,298
                                                   ------------    ------------

     Total assets ..............................   $    200,977    $    224,298
                                                   ============    ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable .............................   $      6,828    $          -
                                                   ------------    ------------

     Total current liabilities .................          6,828               -
                                                   ------------    ------------

Commitments: ...................................              -               -

Stockholders' equity (deficit):
  Common stock, $.005 par value 50,000,000
   authorized; 17,869,574 issued and
   11,403,647 outstanding ......................         89,349          89,349
  Additional paid in capital ...................     12,453,732      12,453,732
  Accumulated deficit prior to reentering the
   development stage ...........................    (11,160,829)    (11,160,829)
  Deficit accumulated in the development stage .       (345,752)       (315,603)
  Treasury stock, at cost (6,478,693 shares) ...       (842,351)       (842,351)
                                                   ------------    ------------

     Total stockholders' equity (deficit) ......        194,149         224,298
                                                   ------------    ------------

     Total liabilities and stockholders'
      equity (deficit) .........................   $    200,977    $    224,298
                                                   ============    ============

     The Accompanying Notes are an Integral Part of the Financial Statements

                                        2
<PAGE>

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

                                                                     FROM THE
                                                                      DATE OF
                                                                  REENTERING THE
                                        THREE MONTHS ENDED          DEVELOPMENT
                                           SETEMBER 30,              STAGE TO
                                   ----------------------------    SEPTEMBER 30,
                                       2009            2008             2009
                                   ------------    ------------    -------------

Costs and Expenses
  General and administrative ...   $     30,377    $     54,126    $    368,347
                                   ------------    ------------    ------------

Operating loss .................        (30,377)        (54,126)       (368,347)

Net loss from operations .......        (30,377)        (54,126)       (368,347)
                                   ------------    ------------    ------------

Other Income (Expense)
  Interest expense .............              -            (151)           (424)
  Interest income ..............            228           5,226          23,069
                                   ------------    ------------    ------------

                                            228           5,075          22,645
                                   ------------    ------------    ------------

Provision for income taxes .....              -               -              50
                                   ------------    ------------    ------------

Net Loss .......................   $    (30,149)   $    (49,051)   $   (345,752)
                                   ============    ============    ============

Basic and diluted loss per share   $          -    $          -    $      (0.03)
                                   ============    ============    ============

Basic and diluted
 weighted average common
 shares outstanding ............     11,403,647      11,403,711      11,155,293
                                   ============    ============    ============

     The Accompanying Notes are an Integral Part of the Financial Statements

                                        3
<PAGE>
<TABLE>
                                                   TEMPCO, INC. AND SUBSIDIARIES
                                                   (A DEVELOPMENT STAGE COMPANY)
                           CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
                        FOR THE YEAR ENDED JUNE 30, 2009 AND THE THREE MONTH PERIOD ENDED SEPTEMBER 30, 2009
                                                            (UNAUDITED)
<CAPTION>
                                                                                                           DEFICIT
                                                                                                         ACCUMULATED
                                                                                                            SINCE
                                                                                          ACCUMULATED    REENTERING
                                                                                            DEFICIT          THE
                                                                                            PRIOR TO     DEVELOPMENT
                                COMMON STOCK            TREASURY STOCK       ADDITIONAL    RENTERING      STAGE ON
                          ----------------------   -----------------------     PAID IN    DEVELOPMENT    FEBRUARY 5,
                            SHARES       AMOUNT       SHARES       AMOUNT      CAPITAL       STAGE          2008          TOTAL
                          -----------   --------   -----------   ---------   -----------  ------------   -----------   -----------
<S>                       <C>           <C>        <C>           <C>         <C>          <C>            <C>           <C>
Balance at June 30, 2007   15,030,481     75,153             -           -     9,889,188   (11,799,579)           -     (1,835,238)

Stock based compensation            -          -             -           -        62,347             -            -         62,347

Reclassification of
 restricted shares to
 equity ................      351,923      1,760             -           -       205,875             -            -        207,635

Shares surrendered in
 relation to Asset Sale             -          -    (6,478,693)   (842,351)            -             -            -       (842,351)

Contributed capital
 adjustment related to
 Asset Sale ............            -          -             -           -     2,022,904             -            -      2,022,904

Sale of common stock in
 April 2008 Private
 Placement at $.10 per
 share, net of fees ....    2,500,000     12,500             -           -       212,500             -            -        225,000

Net income (loss) ......            -          -             -           -             -       638,750      (64,619)       574,131
                          -----------   --------   -----------   ---------   -----------  ------------   ----------    -----------

Balance at June 30, 2008   17,882,404     89,413    (6,478,693)   (842,351)   12,392,814   (11,160,829)     (64,619)       414,428

Stock based compensation            -          -             -           -        60,854             -            -         60,854

Shares surrendered .....      (12,830)       (64)            -           -            64             -            -              -

Net loss ...............            -          -             -           -             -             -     (250,984)      (250,984)

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

Balance at June 30, 2009   17,869,574   $ 89,349   $(6,478,693)  $(842,351)  $12,453,732  $(11,160,829)  $ (315,603)   $   224,298

Net loss ...............            -          -             -           -             -             -      (30,149)       (30,149)
                          -----------   --------   -----------   ---------   -----------  ------------   ----------    -----------

Balance at
 September 30, 2009 ....   17,869,574   $ 89,349   $(6,478,693)  $(842,351)  $12,453,732  $(11,160,829)  $ (345,752)   $   194,149
                          ===========   ========   ===========   =========   ===========  ============   ==========    ===========

                              The Accompanying Notes are an Integral Part of the Financial Statements

                                                                 4
</TABLE>
<PAGE>
<TABLE>
                                 TEMPCO, INC. AND SUBSIDIARIES
                                 (A DEVELOPMENT STAGE COMPANY)
                        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                          (UNAUDITED)
<CAPTION>
                                                                              Cumulative Since
                                                                               Reentering the
                                                                             Development Stage,
                                                      Three Months Ended      February 5, 2008
                                                          September 30,       to September 30,
                                                        2009        2008            2009
                                                     ---------   ---------   ------------------
<S>                                                  <C>         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ........................................  $ (30,149)  $ (49,051)      $(345,752)
Adjustments to reconcile net income to net
 cash provided (used) by operating activities:
  Stock based compensation ........................          -      20,285          87,900
  Loss on settlement of note receivable and
   accrued interest ...............................          -           -          69,750
  Accrued interest receivable .....................          -      (4,500)        (14,750)
Changes in Assets and Liabilities:
  Prepaid expenses ................................      3,186       3,186         (20,168)
  Accounts payable ................................      6,828      (8,224)          6,828
                                                     ---------   ---------       ---------
    Net Cash Used by Operating Activities .........    (20,135)    (38,304)       (216,192)
                                                     ---------   ---------       ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Collection of note receivable ...................          -           -         145,000
                                                     ---------   ---------       ---------
    Net cash provided by investing activities .....          -           -         145,000
                                                     ---------   ---------       ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of debt ...............................          -      (2,676)              -
  Proceeds from sale of common stock ..............          -           -         225,000
                                                     ---------   ---------       ---------
    Net Cash Used by Financing Activities .........          -      (2,676)        225,000
                                                     ---------   ---------       ---------

Net change in cash and cash equivalents ...........    (20,135)    (40,980)        153,808

Cash and cash equivalents at beginning of year ....    213,943     212,278          40,000
                                                     ---------   ---------       ---------
Cash and cash equivalents at end of period ........  $ 193,808   $ 171,298       $ 193,808
                                                     =========   =========       =========

Supplemental Disclosures:
Cash paid for income taxes ........................  $       -   $       -       $      50
                                                     =========   =========       =========
Cash paid for interest ............................  $       -   $  43,233       $     474
                                                     =========   =========       =========

            The Accompanying Notes are an Integral Part of the Financial Statements

                                               5
</TABLE>
<PAGE>

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Note A - Basis of Presentation and Interim Consolidated Financial Statements

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 from Vitrix, Inc. in October 1999, to Time America, Inc. in
December 1993, then to NETtime Solutions, Inc. in January 2007. The name was
changed again on February 4, 2008 to Tempco, Inc. The consolidated financial
statements include the accounts of Tempco, Inc. and its wholly-owned
subsidiaries (collectively, 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.

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, 2009, 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, 2009.

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. Management has evaluated subsequent events, and the impact
on the reported results and disclosures, through November 13, 2009, which is the
date these financial statements were filed with the Securities and Exchange
Commission.

Note B - Income (Loss) Per Share:

Basic income (loss) per share of common stock is computed by dividing the net
income (loss) by the weighted average number of shares of common stock
outstanding during the period.

Diluted income (loss) per share is computed based on the weighted average number
of shares of common stock and dilutive securities outstanding during the period.
Dilutive securities are options and warrants that are freely exercisable into
common stock at less than the prevailing market price. Dilutive securities are
not included in the weighted average number of shares when inclusion would
increase the earnings per share or decrease the loss per share. For the three
months ended September 30, 2009 and 2008, no securities were included in
weighted average shares outstanding as the effect would be anti-dilutive.

                                        6
<PAGE>

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

Note C - Stock Based Compensation:

Effective July 1, 2005, the Company adopted the fair value recognition
provisions of Statement of Financial Accounting Standards Board No. 123(R),
"Share-Based Payment," using the modified prospective-transition method. Under
this transition method, compensation expense recognized for the three months
ended September 30, 2008 and 2007 includes: (a) compensation expense for all
share-based payments granted prior to, but not yet vested as of June 30, 2005
based on the grant date fair value estimated in accordance with the original
provisions of SFAS 123 and (b) compensation expense for all share-based payments
granted subsequent to June 30, 2005, based on the grant date fair value
estimated in accordance with the provisions of SFAS 123 (R). The fair value of
option grants is estimated as of the date of grant utilizing the Black-Scholes
option-pricing model and amortized to expense over the options' vesting period
net of estimated forfeitures.

Note D - Recent Accounting Pronouncements

In June 2009, the FASB issued Accounting Standards Update ("ASU") 2009-01, Topic
105 - Generally Accepted Accounting Principles ("ASU 2009-01"), which superseded
all accounting standards in U.S. GAAP, aside from those issued by the SEC. ASU
2009-01 is effective for reporting periods ending after September 15, 2009. We
adopted ASU 2009-01 for reporting in the first quarter of our 2010 fiscal year.
The codification does not change or alter existing GAAP. Adoption of ASU 2009-01
did not have a material impact on our Consolidated Financial Statements.

In December 2007, the FASB issued FASB ASC 805-10 (Prior authoritative
literature: FASB Statement 141 (R), "Business Combinations," which replaces FASB
Statement No. 141). FASB ASC 805-10 is effective for the Company April 1, 2009
and establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, any non controlling interest in the acquiree and the
goodwill acquired. The Statement also establishes disclosure requirements which
will enable users to evaluate the nature and financial effects of the business
combination. FASB ASC 805-10 will change how business combinations are accounted
for and will impact financial statements both on the acquisition date and in
subsequent periods. The adoption of FASB ASC 805-10 did not have an impact on
the Company's financial position and results of operations although it may have
a material impact on accounting for business combinations in the future which
cannot currently be determined.

In April 2009, the FASB issued FASB ASC 805-10-05 (Prior authoritative
literature: FSP 141(R)-1 "Accounting for Assets Acquired and Liabilities Assumed
in a Business Combination That Arises from Contingencies"). For business
combinations, the standard requires the acquirer to recognize at fair value an
asset acquired or liability assumed from a contingency if the acquisition date
fair value can be determined during the measurement period. FASB ASC 805-10-05
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008, with early adoption prohibited. The
Company adopted these provisions at the beginning of the fiscal year July 1,
2009. FASB ASC 805-10-05 will be applied prospectively for acquisitions in
fiscal 2010 or thereafter.

                                        7
<PAGE>

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

FASB ASC 820-10-65-4 (Prior authoritative literature: FASB Staff Position No.
FAS 157-4), "Determining Fair Value When the Volume and Level of Activity for
the Asset or Liability Have Significantly Decreased and Identifying Transactions
that Are Not Orderly," provides additional guidance for estimating fair value in
accordance with ASC 820 when the volume and level of activity for the asset or
liability have significantly decreased. FASB ASC 820-10-65-4 also provides
guidance for determining when a transaction is an orderly one. The Company
adopted FASB ASC 820-10-65-4 during the quarter ended June 30, 2009 and the
adoption did not have a significant impact on the Company's Consolidated
Financial Statements.

In August 2009, the FASB issued ASU 2009-05, Fair Value Measurement and
Disclosures: Measuring Liabilities at Fair Value ("ASU 2009-05"), which provides
clarification on measuring liabilities at fair value when a quoted price in an
active market is not available. ASU 2009-05 is effective for the first reporting
period beginning after issuance. We do not expect adoption of ASU 2009-05 to
have a material impact on our Consolidated Financial Statements.

Note E - Going Concern

At September 30, 2009 the Company does not engage in any business activities
that provide cash flow. As of September 30, 2009, we have approximately $194,000
in cash and cash equivalents. We believe this will be sufficient to fund the
costs of investigating and analyzing a suitable business combination or to fund
general and administrative expenses for the next 12 months. If our efforts are
unsuccessful within that period, we will have to seek additional funds. 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. The financial statements do not contain any adjustments that might result
from these uncertainties.

                                        8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FIANNCIAL CONDITION AND PLAN OF
OPERATION.

OVERVIEW

This quarterly report on Form 10-Q covers the quarterly period ended September
30, 2009. On February 4, 2008, our shareholders approved the proposed sale of
substantially all of our net assets, and the net assets of our two operating
subsidiaries, to a newly formed private company called NETtime Solutions, LLC
(the "Buyer") for consideration valued at $1,042,351. As a result of the sale,
the Company now has no operating business and is, in effect, a "shell" company
with no significant liabilities and minimal cash. Our new management team and
board of directors currently is looking for a private company that it can merge
with or acquire and that has an operating business that will help increase
shareholder value. No such company has yet been identified and there is no
assurance of any success in this regard. Your review of this quarterly report
should be read with the above facts in mind.

CURRENT BUSINESS STRATEGY

Because of the sale of all of our operating assets in February 2008, the Company
has no ongoing operations. The Board has determined to maintain the Company as a
public "shell" corporation, which will seek suitable business combination
opportunities. The Board believes that a business combination with an operating
company has the potential to create greater value for the Company's stockholders
than a liquidation or similar distribution.

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, 2009. We believe our most critical accounting
policy is the valuation of stock-based compensation.

Determining the appropriate fair value model and calculating the fair value of
share-based payment awards requires the input of highly subjective assumptions,
including the expected life of the share-based payment awards and stock price
volatility. The assumptions used in calculating the fair value of share-based
payment awards represent management's best estimates, but these estimates
involve inherent uncertainties and the application of management judgment. As a
result, if factors change and we use different assumptions, our stock-based
compensation expense could be materially different in the future. In addition,
we are required to estimate the expected forfeiture rate and only recognize
expense for those shares expected to vest. If our actual forfeiture rate is
materially different from our estimate, the stock-based compensation expense
could be significantly different from what we have recorded in the current and
prior periods.

EFFECT OF STATUS AS A "SHELL" COMPANY

Because we are a shell company as defined under the Rules of the Securities and
Exchange Commission, we are disqualified from using a short form of registration
statement (S-8) for the issuance of employee stock options. Furthermore, holders
of restricted securities issued while we were or are a shell company may not
re-sell them pursuant to SEC Rule 144 for a period of one year after we cease to
be a shell and have filed the necessary report with the SEC to that effect.

                                        9
<PAGE>

PLAN OF OPERATION

The Company's current business objective is to locate suitable business
combination opportunities. The Company does not currently engage in any business
activities that provide cash flow. As of September 30, 2009, we have
approximately $194,000 in cash and cash equivalents. We believe this will be
sufficient to fund the costs of investigating and analyzing a suitable business
combination or to fund general and administrative expenses for the next 12
months. If our efforts are unsuccessful within that period, we will have to seek
additional funds.

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; and

      (iii) Consummating an acquisition.

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 a going concern opinion on the consolidated financial statements of the
Company for the fiscal year ended June 30, 2009.

Prior to consummating a business combination transaction, we do not anticipate:

      (i)   Any expenditures for research and development;

      (ii)  Any expenditures or cash receipts for the purchase or sale of any
            property plant or equipment; or

      (iii) Any significant change in the number of employees.

GENERAL AND ADMINISTRATIVE EXPENSES

For the three months ended September 30, 2009 and 2008 we have recorded general
and administrative expenses of $30,377 and $54,126, respectively. Our general
and administrative expenses in the current and prior fiscal year consist
primarily of officer's salaries, legal and accounting fees, and other costs
associated with maintaining the company as a publicly traded entity. The
decrease in the current fiscal quarter from the prior fiscal quarter is due a
decrease in the accounting fees. Our general and administrative expenses from
the date of reentering the development stage (February 5, 2008) through
September 30, 2009 were $368,347.

                                       10
<PAGE>

NET LOSS

For the three months ended September 30, 2009 and 2008, we have reflected net
loss of $30,149 and $49,051. The decrease in the net loss is due to a decrease
in accounting fees from the same period of the prior fiscal year. Our net loss
from the date of reentering the development stage (February 5, 2008) through
September 30, 2009 was $345,752.

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.

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 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures. Our principal executive and financial
officer, based on his evaluation of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this Quarterly Report on Form 10-Q, has concluded that (i) our
disclosure controls and procedures are effective for ensuring that information
required to be disclosed by us 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 Securities and Exchange Commission's
rules and forms and (ii) our disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us under the Securities Exchange Act of 1934 is accumulated
and communicated to our management, including our principal executive and
financial officer, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). Our management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the framework in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this evaluation under the
framework in Internal Control - Integrated Framework, our management concluded
that our internal control over financial reporting was effective as of September
30, 2009.

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<PAGE>

This report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this report.

Changes in Internal Control Over Financial Reporting. There were no changes in
our internal control over financial reporting during our last 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.
The Company wishes to caution the reader 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. While sometimes presented with numerical specificity, these
projections and other forward-looking statements are based upon a variety of
assumptions relating to the business of the Company, which, although considered
reasonable by the Company, may not be realized. 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. Consequently, 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.

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<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is from time to time involved in legal proceedings arising from the
normal course of business. 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.

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 A VOTE OF SECURITY HOLDERS

None

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

    (a) The following exhibits are filed herewith pursuant to Item 601 of
Regulation S-K.

        31  Section 302 Certification of Chief Executive and Financial Officer

        32  Section 906 Certification

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<PAGE>

                                   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 13, 2009         By /s/ Stanley L. Schloz
                                        ------------------------
                                        Stanley L. Schloz
                                        President and Chief Executive and
                                        Financial Officer

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