Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - UPD HOLDING CORP.Financial_Report.xls

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

Amendment No. 1


x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended June 30, 2012

 

 

o

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from _______________ to _______________

 

 

 

Commission File Number 001-10320


Tempco, Inc.

(Name of small business issuer in its charter)


Nevada

 

13-3465289

(State or other jurisdiction of incorporation of organization)

 

(I.R.S. Employer Identification No.)

 

 

 

7377 East Doubletree, Suite 288 Scottsdale, AZ

 

85258

(Address of principal executive offices)

 

Zip Code


(480) 272-8745

(Issuer’s telephone number)


Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:


Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $.005 par value

 

OTC BB


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes x No


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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. x Yes o No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o


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

o

 

Accelerated filer

o

Non-accelerated filer

o

(Do not check if a smaller reporting company)

Smaller reporting company

x


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


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $3,334,879.


At October 11, 2012, the issuer had outstanding 18,446,505 shares of Common Stock, par value $.005 per share.


DOCUMENTS INCORPORATED BY REFERENCE


None



EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the our Annual Report on Form 10-K for the year ended June 30, 2012 (“Form 10-K”) is to submit Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files relating to our Form 10-K for the year ended June 30, 2012, filed with the Securities and Exchange Commission on October 15, 2012.




PART IV


Item 15. Exhibits.


The exhibits as indexed immediately following the signature page of this Report are included as part of this Form 10-K.


EXHIBIT INDEX


Exhibit
Number

Description

By Reference
from Document

No. In
Document

 

 

 

 

10.1

Regional Developer Deposit Agreement

A

10.1

10.1

Regional Developer Agreement

B

10.1

10.2

Form of Three Franchise Agreements

B

10.2

23.1

Consent of Independent Registered Public Accounting Firm

*

31.1

Certification pursuant to Rules 13a-14(a) and 15d-14(a)(5) of the Securities Exchange Act of 1934 by Anthony Silverman

*

31.2

Certification pursuant to Rules 13a-14(a) and 15d-14(a)(5) of the Securities Exchange Act of 1934 by Kimberly Conley

*

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Anthony Silverman

*

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Kimberly Conley

*

101

Interactive Data Files of Financial Statements and Notes

**

___________________

*

Previously filed

**

In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

A.

Form 8-K Current Report reporting event on April 12, 2012

B.

Form 8-K Current Report reporting event on August 14, 2012


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


/s/ Anthony Silverman

Anthony Silverman, President and Chief Executive Officer

(Principal Executive Officer)

Dated:  November 7, 2012



Pursuant to the requirements of  the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.



Signatures

Title

Date

 

 

 

/s/ Anthony Silverman

President, Chief Executive Officer and Director

November 7, 2012

Anthony Silverman

(Principal Executive Officer)

 

 

 

 

/s/ Kimberly Conley

Chief Financial Officer

November 7, 2012

Kimberly Conley

(Principal Financial Officer)

 

 

 

 

/s/ Andrew Ecclestone

Director

November 7, 2012

Andrew Ecclestone

 

 


- 2 -