0001161697-12-000833.txt : 20121107 0001161697-12-000833.hdr.sgml : 20121107 20121107164439 ACCESSION NUMBER: 0001161697-12-000833 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121107 DATE AS OF CHANGE: 20121107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tempco, Inc. CENTRAL INDEX KEY: 0000836937 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 133465289 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10320 FILM NUMBER: 121187346 BUSINESS ADDRESS: STREET 1: 7377 EAST DOUBLETREE STREET 2: SUITE 288 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 BUSINESS PHONE: 480-272-8745 MAIL ADDRESS: STREET 1: 7377 EAST DOUBLETREE STREET 2: SUITE 288 CITY: SCOTTSDALE STATE: AZ ZIP: 85258 FORMER COMPANY: FORMER CONFORMED NAME: NETtime Solutions, Inc DATE OF NAME CHANGE: 20070510 FORMER COMPANY: FORMER CONFORMED NAME: TIME AMERICA INC DATE OF NAME CHANGE: 20040109 FORMER COMPANY: FORMER CONFORMED NAME: VITRIX INC /NV/ DATE OF NAME CHANGE: 20000222 8-K 1 form_8-k.htm FORM 8-K FOR 11-01-2012

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  November 1, 2012


TEMPCO, INC.

(Name of Small Business Issuer as Specified in Its Charter)


Nevada

001-10320

13-3465289

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)


7625 East Via Del Reposo

Scottsdale, AZ 85258

(Address of principal executive offices)


(480) 272-8745

(Issuer’s telephone number)


Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 1.01 Entry Into Material Definitive Agreement.


Tempco, Inc. (the “Registrant”) has entered into a Second Amendment to Regional Development Deposit Agreement (the “2nd Amendment”) with Esio Franchising, LLC (“EFC”), effective November 1, 2012. This 2nd Amendment delays the dates upon which the Registrant must purchase its second and subsequent regional franchise developer areas from EFC for an additional three months from November 1, 2012. The expiration dates for the five regional areas commence on February 1, 2013 with the next region option expiring every 3 months thereafter through December 1, 2013. The Registrant paid $25,000 to EFC for this region option extension, of which $22,500 will be credited against the purchase price of a region the Registrant acquires from EFC on or before February 1, 2013.



Item 9.01 Financial Statements and Exhibits.


(d)  Exhibits.


 

10.1

Second Amendment To Regional Developer Deposit Agreement



SIGNATURES


Pursuant to 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.



Dated:  November 7, 2012

Tempco, Inc.

 

 

 

 

 

By:   /s/ Anthony Silverman

 

Anthony Silverman, President and

Chief Executive Officer


- 2 -

 EX-10 2 ex_10-1.htm SECOND AMENDMENT TO REGIONAL DEVELOPER DEPOSIT AGREEMENT

Exhibit 10.1


SECOND AMENDMENT TO REGIONAL DEVELOPER DEPOSIT AGREEMENT


This Second Amendment to Regional Developer Deposit Agreement (“FA”), dated November 1, 2012 (“Effective Date”) by and between ESIO Franchising, LLC, a Delaware Limited Liability Company (“EFC”) and Tempco, Inc. a Nevada Corporation (“TEMO”) (collectively the “Parties”) shall amend that Regional Developer Deposit Agreement (“Deposit Agreement”) executed by and between the parties dated April 11, 2012.


The Parties, by their signatures below, amend the Deposit Agreement as follows:


(1)

The parties agree that TEMO’s deadlines for exercising each of the Option Areas set forth in Section 1.2 of the Deposit Agreement are each extended by ninety (90) days.  For the avoidance of confusion, the deadlines for TEMO’s exercise of the Option Areas shall be as follows:


 

A.

Option Area No. 2—February 1, 2013.

 

 

 

 

B.

Option Area No. 3—April 1, 2013.

 

 

 

 

C.

Option Area No. 4—June 1, 2013.

 

 

 

 

D.

Option Area No. 5—October 1, 2013.

 

 

 

 

E.

Option Area No. 6—December 1, 2013.


(2)

The Option Period shall expire on December 1, 2013.

 

 

(3)

Extension Payment.  In consideration for ESIO’s agreement to extend certain deadlines set forth in the Deposit Agreement, TEMO shall pay ESIO $25,000 (the “Extension Payment”).  The Extension Payment is non-refundable under any circumstances.  $22,500 of the Extension Payment will be credited against the amounts payable for the purchase of the Regional Developer rights to the Option Areas unless the Deposit Agreement is terminated pursuant to Section 5 thereof.

 

 

(4)

Other than the changes to the Deposit Agreement outlined above, the Deposit Agreement shall remain in full force and effect.  To the extent that this FA conflicts with the Deposit Agreement, the parties intend for the FA to control. Nothing contained in this FA should be construed as a waiver, release or discharge of any rights or obligations set forth in the Deposit Agreement except as specifically set forth herein.


ESIO FRANCHISING LLC

 

TEMPCO, INC.

 

 

 

/s/ Melanie Hansen

 

/s/ Anthony Silverman


By:

Melanie Hansen

 

By:

Anthony Silverman

 

 

 

 

 

Its:

COO

 

Its:

President


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