Attached files
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 December 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)
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 February 8, 2010 the issuer
had outstanding 11,390,881 shares of Common Stock, par value $.005 per share.
TABLE OF CONTENTS PAGE
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets as of December 31, 2009
(unaudited) and June 30, 2009 .................................... 2
Unaudited Condensed Consolidated Statements of Operations for
the Three and Six Months Ended December 31, 2009 and 2008 ........ 3
Unaudited Condensed Consolidated Statement of Shareholders'
Equity (Deficit) for the Six Months Ended December 31, 2009 ...... 4
Unaudited Condensed Consolidated Statements of Cash Flows for
the Six Months Ended December 31, 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
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
DECEMBER 31, JUNE 30,
2009 2009
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents .................... $ 166,731 $ 213,943
Prepaid expenses ............................. 3,983 10,355
------------ ------------
Total current assets ...................... 170,714 224,298
------------ ------------
Total assets .............................. $ 170,714 $ 224,298
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Accounts payable ............................. $ - $ -
------------ ------------
Total current liabilities ................. - -
------------ ------------
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 . (369,187) (315,603)
Treasury stock, at cost (6,478,693 shares) ... (842,351) (842,351)
------------ ------------
Total stockholders' equity (deficit) ...... 170,714 224,298
------------ ------------
Total liabilities and stockholders'
equity (deficit) ......................... $ 170,714 $ 224,298
============ ============
The Accompanying Notes are an Integral Part of the Financial Statements
2
TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
FROM THE
DATE OF
REENTERING THE
THREE MONTHS ENDED SIX MONTHS ENDED DEVELOPMENT
DECEMBER 31, DECEMBER 31, STAGE TO
---------------------------- ---------------------------- DECEMBER 31,
2009 2008 2009 2008 2009
------------ ------------ ------------ ------------ -------------
Costs and Expenses
General and administrative ... $ 23,547 $ 130,406 $ 53,925 $ 184,532 $ 391,894
------------ ------------ ------------ ------------ ------------
Operating loss ................. (23,547) (130,406) (53,925) (184,532) (391,894)
Net loss from operations ....... (23,547) (130,406) (53,925) (184,532) (391,894)
------------ ------------ ------------ ------------ ------------
Other Income (Expense)
Interest expense ............. - (67) - (219) (424)
Interest income .............. 163 3,492 391 8,719 23,232
------------ ------------ ------------ ------------ ------------
163 3,425 391 8,500 22,808
------------ ------------ ------------ ------------ ------------
Provision for income taxes ..... 50 50 50 50 100
------------ ------------ ------------ ------------ ------------
Net Loss ....................... $ (23,434) $ (127,031) $ (53,584) $ (176,082) $ (369,186)
============ ============ ============ ============ ============
Basic and diluted loss per share $ - $ (0.01) $ - $ (0.01) $ (0.03)
============ ============ ============ ============ ============
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
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 SIX MONTH PERIOD ENDED DECEMBER 31, 2009
(UNAUDITED)
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
----------- -------- ----------- --------- ----------- ------------ ----------- -----------
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 ............... - - - - - - (53,584) (53,584)
----------- -------- ----------- --------- ----------- ------------ ---------- -----------
Balance at
December 31, 2009 ..... 17,869,574 $ 89,349 $(6,478,693) $(842,351) $12,453,732 $(11,160,829) $ (369,187) $ 170,714
=========== ======== =========== ========= =========== ============ ========== ===========
The Accompanying Notes are an Integral Part of the Financial Statements
4
TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Cumulative Since
Reentering the
Development Stage,
Six Months Ended February 5, 2008
December 31, to December 31,
2009 2008 2009
--------- --------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ........................................ $ (53,584) $(176,082) $(369,187)
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Stock based compensation ........................ - 40,569 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 ................................ 6,372 6,373 (16,982)
Accounts payable ................................ - (9,224) -
--------- --------- ---------
Net Cash Used by Operating Activities ......... (47,212) (76,114) (243,269)
--------- --------- ---------
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 ............................... - (5,435) -
Proceeds from sale of common stock .............. - - 225,000
--------- --------- ---------
Net Cash Used by Financing Activities ......... - (5,435) 225,000
--------- --------- ---------
Net change in cash and cash equivalents ........... (47,212) (81,549) 126,731
Cash and cash equivalents at beginning of year .... 213,943 212,278 40,000
--------- --------- ---------
Cash and cash equivalents at end of period ........ $ 166,731 $ 130,729 $ 166,731
========= ========= =========
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
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 December 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-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 February 8, 2010, which is the
date these financial statements were completed for filing 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 six
months ended December 31, 2009 and 2008, no securities were included in weighted
average shares outstanding as the effect would be anti-dilutive.
6
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 six months ended December 31, 2009 and 2008, included in the general and
administrative expenses was $3,000 and $6,000, 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
six months ended December 31, 2009 and 2008, general and administrative expenses
include $9,000 and $18,000, respectively, related to the directors'
compensation.
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 January 2010, the FASB issued Accounting Standards Update 2010-02,
Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership
of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the
scope of current US GAAP. It clarifies the decrease in ownership provisions of
Subtopic 810-10 and removes the potential conflict between guidance in that
Subtopic and asset derecognition and gain or loss recognition guidance that may
exist in other US GAAP. An entity will be required to follow the amended
guidance beginning in the period that it first adopts FAS 160 (now included in
Subtopic 810-10). For those entities that have already adopted FAS 160, the
amendments are effective at the beginning of the first interim or annual
reporting period ending on or after December 15, 2009. The amendments should be
applied retrospectively to the first period that an entity adopted FAS 160. The
Company does not expect the provisions of ASU 2010-02 to have a material effect
on the financial position, results of operations or cash flows of the Company.
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity
(Topic 505): Accounting for Distributions to Shareholders with Components of
Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This
amendment to Topic 505 clarifies the stock portion of a distribution to
shareholders that allows them to elect to receive cash or stock with a limit on
the amount of cash that will be distributed is not a stock dividend for purposes
of applying Topics 505 and 260. Effective for interim and annual periods ending
on or after December 15, 2009, and would be applied on a retrospective basis.
The Company does not expect the provisions of ASU 2010-01 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
7
TEMPCO, INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINACIAL STATEMENTS
Note E - Going Concern
At December 31, 2009 the Company does not engage in any business activities that
provide cash flow. As of December 31, 2009, we have approximately $166,700 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
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 December
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 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
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 December 31, 2009, we have
approximately $166,700 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 December 31, 2009 and 2008 we have recorded general
and administrative expenses of $23,547 and $130,406, 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
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 December
31, 2009 were $391,894.
10
For the six months ended December 31, 2009 and 2008 we have recorded general and
administrative expenses of $53,925 and $184,532, respectively. The decrease from
the prior period is primarily due to the aforementioned loss on extinguishment
of note receivable.
NET LOSS
For the three months ended December 31, 2009 and 2008, we have reflected net
loss of $23,434 and $127,031, respectively. The net loss for the six months
ended December 31, 2009 and 2008 was $53,584 and $176,082. Our net loss from the
date of reentering the development stage (February 5, 2008) through December 31,
2009 was $369,186.
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.
11
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 December
31, 2009.
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.
12
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
13
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: February 11, 2010 By /s/ Stanley L. Schloz
------------------------
Stanley L. Schloz
President and Chief Executive and
Financial Officer
1
