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, 2010

___   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 Reposo, 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 May 7, 2010 the issuer had
outstanding 11,390,881 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, 2010
          (unaudited) and June 30, 2009 ....................................   2

         Unaudited Condensed Consolidated Statements of Operations for the
          Nine Months Ended March 31, 2010 and 2009 ........................   3

         Unaudited Condensed Consolidated Statement of Shareholders' Equity
          (Deficit) for the Nine Months Ended March 31, 2010 ...............   4

         Unaudited Condensed Consolidated Statements of Cash Flows for the
         Nine months Ended March 31, 2010 and 2009 .........................   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 4T. 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

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

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

                                                      MARCH 31,       JUNE 30,
                                                        2010           2009
                                                     (UNAUDITED)     (AUDITED)
                                                    ------------   ------------
                                     ASSETS

Current assets:
  Cash and cash equivalents ......................  $    146,994   $    213,943
  Prepaid expenses ...............................           797         10,355
                                                    ------------   ------------

    Total current assets .........................       147,791        224,298
                                                    ------------   ------------


    Total assets .................................  $    147,791   $    224,298
                                                    ============   ============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
  Accounts payable ...............................  $        180   $          -
                                                    ------------   ------------

    Total current liabilities ....................           180              -
                                                    ------------   ------------

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

Stockholders' equity (deficit):
  Common stock, $.005 par value 50,000,000
    authorized; 17,869,574 issued and 11,390,881
    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 ...      (392,290)      (315,603)
  Treasury stock, at cost (6,478,693 shares) .....      (842,351)      (842,351)
                                                    ------------   ------------

    Total stockholders' equity (deficit) .........       147,611        224,298
                                                    ------------   ------------

    Total liabilities and stockholders' equity
     (deficit) ...................................  $    147,791   $    224,298
                                                    ============   ============

    The Accompanying Notes are an Integral Part of the Financial Statements

                                       2
<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,
                                      2010           2009           2010           2009            2010
                                  ------------   ------------   ------------   ------------   --------------
<S>                               <C>            <C>            <C>            <C>            <C>
Costs and Expenses
  General and administrative ...  $     23,229   $     50,236   $     77,153   $    234,768   $     415,123
                                  ------------   ------------   ------------   ------------   -------------

Operating loss .................       (23,229)       (50,236)       (77,153)      (234,768)       (415,123)

Net loss from operations .......       (23,229)       (50,236)       (77,153)      (234,768)       (415,123)
                                  ------------   ------------   ------------   ------------   -------------

Other Income (Expense)
  Interest expense .............             -              -              -           (219)           (424)
  Interest income ..............           125            604            516          9,323          23,357
                                  ------------   ------------   ------------   ------------   -------------
                                           125            604            516          9,104          22,933
                                  ------------   ------------   ------------   ------------   -------------

Provision for income taxes .....             -              -             50             50             100
                                  ------------   ------------   ------------   ------------   -------------

Net Loss .......................  $    (23,104)  $    (49,632)  $    (76,687)  $   (225,714)  $    (392,290)
                                  ============   ============   ============   ============   =============


Basic and diluted loss per share  $          -   $      (0.00)  $      (0.01)  $      (0.02)  $       (0.04)
                                  ============   ============   ============   ============   =============

Basic and diluted weighted
 average common shares
 outstanding ...................    11,390,881     11,403,711     11,390,881     14,254,393      11,155,293
                                  ============   ============   ============   ============   =============

                  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, 2009 AND THE NINE MONTH PERIOD ENDED MARCH 31, 2010
                                                           (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 ...............            -          -             -           -             -             -      (76,687)       (76,687)
                          -----------   --------   -----------   ---------   -----------  ------------   ----------    -----------

Balance at
 March 31, 2010 ........   17,869,574   $ 89,349   $(6,478,693)  $(842,351)  $12,453,732  $(11,160,829)  $ (392,290)   $   147,611
                          ===========   ========   ===========   =========   ===========  ============   ==========    ===========

                              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 MARCH 31,
                                                         2010         2009             2010
                                                      ----------   ----------   ------------------
<S>                                                   <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .........................................  $  (76,687)  $ (225,714)  $        (392,290)
Adjustments to reconcile net income to net cash
 provided (used) by operating activities: ..........           -            -
  Stock based compensation .........................           -       60,854              87,900
  Loss on settlement of note receivable and accrued
   interest                                                    -       69,750              69,750
  Accrued interest receivable ......................           -       (7,500)            (14,750)
Changes in Assets and Liabilities:
  Prepaid expenses .................................       9,558        8,617             (13,796)
  Accounts payable .................................         180       (6,084)                180
                                                      ----------   ----------   -----------------
    Net cash used by Operating Activities ..........    (66,949)    (100,077)           (263,006)
                                                      ----------   ----------   -----------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayment of debt ................................           -       (5,435)                  -
  Proceeds from sale of common stock ...............           -            -             225,000
                                                      ----------   ----------   -----------------
    Net cash provided (used) by Financing Activities           -       (5,435)            225,000
                                                      ----------   ----------   -----------------

Net change in cash and cash equivalents ............     (66,949)      39,488             106,994

Cash and cash equivalents at beginning of year .....     213,943      212,278              40,000
                                                      ----------   ----------   -----------------
Cash and cash equivalents at end of period .........  $  146,994   $  251,766   $         146,994
                                                      ==========   ==========   =================


Supplemental Disclosures:
Cash paid for income taxes .........................  $       50   $       50   $             100
                                                      ==========   ==========   =================
Cash paid for interest .............................  $        -   $      269   $             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 NETtime Solutions, Inc. in January 2007 to Tempco, Inc. on
February 4, 2008. 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 March 31, 2010, 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 May 7, 2010, 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 nine
months ended March 31, 2010 and 2009, 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 - Related Party Transactions:

The Company leases office space from a related party in Scottsdale, Arizona on a
month to month basis. Monthly rent expense on the lease is $1,000. For the three
and nine months ended March 31, 2010 and 2009, included in the general and
administrative expenses was $3,000 and $9,000, respectively, in relation to the
related party lease. That related party is Mr. Anthony Silverman who assists and
advises the Company in connection with its financing efforts and who is the
holder, together with his affiliates, of 1,886,640 shares of our common stock.
Because of these continuing relationships, it is possible that Mr. Silverman may
be considered to be an 'affiliate' of the Company.

The Company pays two of our directors' monthly compensation in the amount of
$1,500 per month for the services they provide to the Company. For the three and
nine months ended March 31, 2010 and 2009, general and administrative expenses
include $9,000 and $27,000, respectively, related to the directors'
compensation.


Note D - Recent Accounting Pronouncements

In February 2010, the FASB issued Accounting Standards Update ("ASU") 2010-09,
Subsequent Events, Topic 855, which amends certain recognition and disclosure
requirements. ASU 2010-09 is effective upon issuance of the final Update, except
for the use of the issued date for conduit debt obligors. That amendment is
effective for interim or annual periods ending after June 15, 2010. Adoption of
ASU 2010-09 did not have an impact on our Consolidated Financial Statements.

In February 2010, the FASB issued ASU 2010-08, Technical Corrections to Various
Topics, which eliminates inconsistencies and outdated provisions, and provides
needed clarifications. The related changes to U.S. GAAP are generally
nonsubstantive in nature. The amendments in this update are effective for the
first reporting period (including interim periods) beginning after issuance,
except for certain amendments made to Topic 815. Adoption of ASU 2010-08 did not
have an impact on our Consolidated Financial Statements.

Note E - Going Concern

At March 31, 2010 the Company does not engage in any business activities that
provide cash flow. As of March 31, 2010, we have approximately $147,000 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.

                                       7
<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 March 31,
2010. 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 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.

                                       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, 2010, we have approximately
$147,000 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 March 31, 2010 and 2009 we have recorded general and
administrative expenses of $23,229 and $50,236, 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.

For the nine months ended March 31, 2010 and 2009 we have recorded general and
administrative expenses of $77,153 and $234,768, respectively. The decrease in
the current nine month period from the same period of the prior year is
primarily due to a loss on the extinguishment of note receivable and accrued
interest of $69,750 related to the settlement of a note receivable which was
originally entered into in relation to the February 2008 Asset Sale, as well as
a decrease in the accounting fees.

Our general and administrative expenses from the date of reentering the
development stage (February 5, 2008) through March 31, 2010 were $415,123.

                                       9
<PAGE>

NET LOSS

For the three months ended March 31, 2010 and 2009, we have reflected net loss
of $23,104 and $49,632, respectively. The net loss for the nine months ended
March 31, 2010 and 2009 was $76,687 and $225,714. Our net loss from the date of
reentering the development stage (February 5, 2008) through March 31, 2010 was
$392,290.

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 March 31,
2010.

                                       10
<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 of Chief Executive and Financial Officer

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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: May 7, 2010                By /s/ Stanley L. Schloz
                                        ------------------------
                                        Stanley L. Schloz
                                        President and Chief Executive and
                                        Financial Officer

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