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 March 31, 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)


              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

Indicate by checkmark 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 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 file" 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 ___

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

At April 22, 2009 the issuer had outstanding 17,882,404 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 March 31, 2009
         (unaudited) and June 30, 2008 .....................................   2

         Unaudited Condensed Consolidated Statements of Operations for the
         Three and Nine Months Ended March 31, 2009 and 2008 ...............   3

         Condensed Consolidated Statement of Shareholders' Equity for the
         Year Ended June 30, 2008 and the Nine Months Ended March 31, 2009
         (unaudited) .......................................................   4

         Unaudited Condensed Consolidated Statements of Cash Flows for the
         Nine Months Ended March 31, 2009 and 2008 .........................   5

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

Item 2.  Management's Discussion and Analysis or Plan of Operation..........   8

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.........  10

Item 4.  Controls and Procedures. ..........................................  10

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings .................................................  12

Item 1A. Risk Factors ......................................................  12

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds .......  12

Item 3.  Defaults Upon Senior Securities ...................................  12

Item 4.  Submission of Matters to a Vote of Security Holders ...............  12

Item 5.  Other information .................................................  12

Item 6.  Exhibits...........................................................  12

Signatures..................................................................  13

                                        1
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
                                  TEMPCO, INC. AND SUBSIDIARIES
                                  (A DEVELOPMENT STAGE COMPANY)
                              CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
                                                                     MARCH 31,       JUNE 30,
                                                                       2009            2008
                                                                   ------------    ------------
                                                                   (UNAUDITED)
<S>                                                                <C>             <C>
                                             ASSETS
Current assets:
   Cash and cash equivalents ...................................   $    251,766    $    212,278
   Prepaid expenses ............................................            942           9,559
                                                                   ------------    ------------

      Total current assets .....................................        252,708         221,837

Note receivable ................................................              -         200,000
Accrued interest receivable ....................................              -           7,250
                                                                   ------------    ------------

      Total assets .............................................   $    252,708    $    429,087
                                                                   ============    ============

                              LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Accounts payable ............................................   $      3,140    $      9,224
   Note payable ................................................              -           5,435
                                                                   ------------    ------------

      Total current liabilities ................................          3,140          14,659

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

Stockholders' equity:
   Common stock, $.005 par value 50,000,000 authorized;
      17,882,404 issued and 11,403,711 outstanding .............         89,413          89,413
   Additional paid in capital ..................................     12,453,668      12,392,814
   Accumulated deficit prior to reentering the development stage    (11,160,829)    (11,160,829)
   Deficit accumulated in the development stage ................       (290,333)        (64,619)
   Treasury stock, at cost (6,478,693 shares) ..................       (842,351)       (842,351)
                                                                   ------------    ------------

      Total stockholders' equity ...............................        249,568         414,428
                                                                   ------------    ------------

      Total liabilities and stockholders' equity ...............   $    252,708    $    429,087
                                                                   ============    ============

             The Accompanying Notes are an Integral Part of the Financial Statements

                                                2
</TABLE>
<PAGE>
<TABLE>
                                             TEMPCO, INC. AND SUBSIDIARIES
                                             (A DEVELOPMENT STAGE COMPANY)
                                    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                                      (UNAUDITED)
<CAPTION>
                                                                                                           FROM THE
                                                                                                           DATE OF
                                                                                                        REENTERING THE
                                              THREE MONTHS ENDED              NINE MONTHS ENDED          DEVELOPMENT
                                                   MARCH 31,                       MARCH 31,               STAGE TO
                                         ----------------------------    ----------------------------      MARCH 31,
                                             2009            2008            2009            2008            2009
                                         ------------    ------------    ------------    ------------   --------------
<S>                                      <C>             <C>             <C>             <C>             <C>
Costs and Expenses
   General and administrative ........   $     50,236    $     21,581    $    234,818    $     21,581    $    312,436
                                         ------------    ------------    ------------    ------------    ------------

Operating loss .......................        (50,236)        (21,581)       (234,818)        (21,581)       (312,436)

Net loss from continuing operations ..        (50,236)        (21,581)       (234,818)        (21,581)       (312,436)
                                         ------------    ------------    ------------    ------------    ------------

Other Income (Expense)
   Interest expense ..................              -               -            (219)              -            (423)
   Interest income ...................            604           4,850           9,323           8,196          22,526
                                         ------------    ------------    ------------    ------------    ------------
                                                  604           4,850           9,104           8,196          22,103

Discontinued operations:
   Income from discontinued operations              -         (35,889)              -         639,542               -
                                         ------------    ------------    ------------    ------------    ------------


Net Loss .............................   $    (49,632)   $    (52,620)   $   (225,714)   $    626,157    $   (290,333)
                                         ============    ============    ============    ============    ============

Basic and diluted income (loss) per
 common share:
   Loss from continuing operations ...   $          -    $          -    $      (0.02)   $          -    $      (0.03)
   Income from discontinued operations              -               -               -            0.04               -
                                         ------------    ------------    ------------    ------------    ------------

Basic and diluted income (loss) per
 share ...............................   $          -    $          -    $          -    $       0.04    $      (0.03)
                                         ============    ============    ============    ============    ============

Basic and diluted weighted average
   common shares outstanding .........     11,403,711      11,395,316      14,254,393      14,063,107      11,403,711
                                         ============    ============    ============    ============    ============

                        The Accompanying Notes are an Integral Part of the Financial Statements

                                                           3
</TABLE>
<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, 2008 AND THE NINE MONTH PERIOD ENDED MARCH 31, 2009
<CAPTION>
                                                                                                       DEFICIT
                                                                                                     ACCUMULATED
                                                                                                        SINCE
                                                                                      ACCUMULATED    REENTERING
                                                                                        DEFICIT          THE
                                                                                        PRIOR TO     DEVELOPMENT
                               COMMON STOCK         TREASURY STOCK        ADDITIONAL   RENTERING      STAGE ON
                           -------------------  ----------------------     PAID IN    DEVELOPMENT     FEBRUARY
                             SHARES     AMOUNT    SHARES       AMOUNT      CAPITAL       STAGE        5, 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

Net loss ................           -        -           -           -             -             -     (225,714)     (225,714)

                           ----------  -------  ----------   ---------   -----------  ------------   ----------   -----------
Balance at March 31, 2009
 (unaudited) ............  17,882,404  $89,413  (6,478,693)  $(842,351)  $12,453,668  $(11,160,829)  $ (290,333)  $   249,568
                           ==========  =======  ==========   =========   ===========  ============   ==========   ===========

                            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
                                                                      Nine Months Ended        February 5, 2008
                                                                          March 31,                   to
                                                                     2009           2008        March 31, 2009
                                                                 -----------    -----------    -----------------
<S>                                                              <C>            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) ............................................   $  (225,714)   $   626,157       $  (290,333)
Adjustments to reconcile net income to net cash
  Provided (used) by operating activities:
    Gain on sale of intangible assets ........................             -     (1,200,000)                -
    Depreciation .............................................             -         75,916                 -
    Amortization of discounts and deferred financing costs ...             -        197,246                 -
    Stock based compensation .................................        60,854         42,062            87,900
    Loss on disposal of fixed assets .........................             -         45,609                 -
    Loss on settlement of note receivable and accrued interest        69,750              -            69,750
    Accrued interest receivable ..............................        (7,500)        (2,750)          (14,750)
Changes in Assets and Liabilities:
    Accounts receivable ......................................             -        (35,517)                -
    Prepaid expenses .........................................         8,617              -            (4,717)
    Inventory ................................................             -         (3,613)                -
    Deferred loan costs and other current assets .............             -        217,056                 -
    Other assets .............................................             -        (14,236)                -
    Accounts payable .........................................        (6,084)      (249,710)           (6,084)
    Accrued liabilities ......................................             -       (268,083)                -
    Deferred revenue .........................................             -       (257,121)                -
                                                                 -----------    -----------       -----------
       Net Cash Used by Operating Activities .................      (100,077)      (826,984)         (158,234)
                                                                 -----------    -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of property and equipment .......................             -         (3,472)                -
    Proceeds from collection of note receivable ..............       145,000              -           145,000
    Proceeds from sale of assets .............................             -      1,000,000                 -
    Cash relinquished in asset sale ..........................             -       (397,472)                -
                                                                 -----------    -----------       -----------
       Net cash provided by investing activities .............       145,000        599,056           145,000
                                                                 -----------    -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Repayment of debt ........................................        (5,435)       (26,108)                -
    Proceeds from sale of common stock .......................             -              -           225,000
                                                                 -----------    -----------       -----------
       Net Cash Provided (Used) by Financing Activities ......        (5,435)       (26,108)          225,000
                                                                 -----------    -----------       -----------

Net change in cash and cash equivalents ......................        39,488       (254,036)          211,766

Cash and cash equivalents at beginning of year ...............       212,278        278,701            40,000
                                                                 -----------    -----------       -----------
Cash and cash equivalents at end of period ...................   $   251,766    $    24,665       $   251,766
                                                                 ===========    ===========       ===========

Supplemental Disclosures:
Cash paid for income taxes ...................................   $         -    $         -       $         -
                                                                 ===========    ===========       ===========
Cash paid for interest .......................................   $       269    $   101,117       $       474
                                                                 ===========    ===========       ===========

Non Cash Transactions:
    Note receivable...........................................   $         -    $         -       $   200,000
                                                                 ===========    ===========       ===========
    Reclass restricted shares from temporary equity to equity    $         -    $   207,635       $         -
                                                                 ===========    ===========       ===========

                     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 and nine month periods ended March 31, 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-KSB for the fiscal year
ended June 30, 2008.

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.

Note B - Asset Sale:

During the year ended June 30, 2008, the Company's Board of Directors and
management determined that the sale of substantially all of our operating assets
and liabilities (the "Asset Sale") would be in the best interest of the
Company's stockholders. Accordingly, on February 4, 2008, we completed the sale
of substantially all of our net assets and the net assets of our two operating
subsidiaries, NETtime Solutions, Inc., an Arizona corporation and NetEdge
Devices, LLC, an Arizona limited liability company, to the Buyer for
consideration valued at approximately $1,042,000.

Note C - Discontinued Operations

As a result of the aforementioned asset sale, included in Discontinued
Operations for the three and nine months ended March 31, 2008 are revenues of
$239,109 and $1,526,220, respectively. Net income (loss) reflected in
discontinued operations for the three and nine months ended March 31, 2008 is
$(35,889) and $1,011,050, respectively.

Note D - Income (Loss) Per Share:

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

                                        6
<PAGE>

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

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
and nine months ended March 31, 2009 and 2008, no securities were included in
weighted average shares outstanding as the effect would be anti-dilutive.

Note E - 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.

In July 2007, the Company issued 152,767 options to the members of the board.
Those options have an exercise price of $.16 and were fully vested on the date
of grant. In February, 2008, the Company issued 1,500,000 options to the new
members of the board. These options vest over a period of 13 months, and have an
exercise price of $.09. The options were valued using the following assumptions:

                        Risk Free Rate:           2.1%-4%
                        Volatility:               138%-160%
                        Expected life             3 Years
                        Expected dividend         0%

In relation to the aforementioned options, for the three and nine months ended
March 31, 2009, there was compensation expense reflected in the amount of
$20,285 and $60,854, respectively. Included in discontinued operations for the
nine months ended March 31, 2008 was compensation expense in the amount of
$42,062, net of the reversal of $28,113 of compensation expense previously
reflected which was reversed as the options were forfeited as a result of the
asset sale.

Note F - Note Receivable

As part of the consideration for the February 2008 Asset sale, we received a
promissory note in the principal amount of $200,000, payable on February 4, 2011
with interest, payable on the due date, of 9% per annum . On January 7, 2009,
the Board of Directors determined that it would be in the best interest of the
Company to accept an offer by NETtime Solutions, LLC, to discount the note and
to accept $145,000 in full satisfaction of all principal and interest due. The
$145,000 was paid to the Company on January 9, 2009. A loss of $69,750 on the
extinguishment of the note receivable and accrued interest receivable is
included in the net loss at March 31, 2009.

                                        7
<PAGE>

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

OVERVIEW

This quarterly report on Form 10-Q covers the quarterly period ended March 31,
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 has no operating business and is, in effect, a "shell" company with
no significant liabilities and minimal cash. Our 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-KSB for the year ended June 30, 2008. We believe our most critical accounting
policies 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.

                                        8
<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 March 31, 2009, we have approximately
$252,000 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, 2008.

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.

REVENUE

Due to the asset sale in February 2008, as of March 31, 2008 we had classified
all of our operations as discontinued operations, and accordingly, there are no
revenues reflected in our financial statements for the three or nine months
ended March 31, 2009 or 2008.

GENERAL AND ADMINISTRATIVE EXPENSES

For the three and nine months ended March 31, 2009 we have recorded general and
administrative expenses of $50,236 and $234,818. For the three and nine months
ended March 31, 2008, we have recorded general and administrative expenses of
$21,581. The current year increase is primarily due to the inclusion of nine
full months of operating expenses, while the prior year only included the period
from the date of the asset sale, February 4, 2008 to March 31, 2008.
Additionally, included in general and administrative expenses for the nine
months ended March 31, 2009 is a loss on the extinguishment of the note
receivable and accrued interest receivable of $69,750 related to the settlement
of the note and interest receivable for $145,000.

                                        9
<PAGE>

NET INCOME (LOSS)

For the three months ended March 31, 2009 and 2008, we have reflected net (loss)
of $(49,632) and $(52,620). For the nine months ended March 31, 2009 and 2008,
we have reflected net income (loss) of $(225,714) and $626,157. The increase in
the net loss for the period ended March 31, 2009 is due the lack of any
operating activities due to the sale of all the operating assets in February
2008 and expense in the amount of $69,750, related to the settlement of the note
receivable.

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 4. 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

In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"), as of the end of the period covered by this
Quarterly Report on Form 10-Q, the Company's management evaluated, with the
participation of the Company's principal executive and financial officer, the
effectiveness of the design and operation of the Company's disclosure controls
and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the
Exchange Act). Disclosure controls and procedures are defined as those controls

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<PAGE>

and other procedures of an issuer that are designed to ensure that the
information required to be disclosed by the issuer in the reports it files or
submits under the Act is recorded, processed, summarized and reported, within
the time periods specified in the Commission's rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and communicated
to the issuer's management, including its principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based on
his evaluation of these disclosure controls and procedures, the Company's
chairman of the board, chief executive and financial officer has concluded that
the disclosure controls and procedures were effective as of the date of such
evaluation to ensure that material information relating to the Company,
including its consolidated subsidiaries, was made known to them by others within
those entities, particularly during the period in which this Quarterly Report on
Form 10-Q was being prepared.

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

There have been no defaults with respect to any indebtedness of the Company.

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

         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.

                                        TEMPCO, INC.

Dated: May 12, 2009
                                        By /s/ Stanley L. Schloz
                                           ---------------------
                                        Stanley L. Schloz
                                        President and Chief Executive and
                                        Financial Officer

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