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10-K - FORM 10-K FOR 06-30-2009 - UPD HOLDING CORP.form10k.txt
EX-32 - CERTIFICATION - UPD HOLDING CORP.ex32.txt
EX-3.(I) - AMENDMENT TO ARTICLES OF INCORPORATION - UPD HOLDING CORP.ex3111.txt


                                   EXHIBIT 31

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
   PURSUANT TO RULES 13A-14 AND 15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Stanley L. Schloz, President and Chief Executive and Financial Officer of
Tempco, Inc. (the "Company"), certify that:

   (1) I have reviewed this Annual Report on Form 10-K for the fiscal year ended
June 30, 2009 (the "Report");

   (2) Based on my knowledge, the Report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this Report; and

   (3) Based on my knowledge, the financial statements, and other financial
information included in the Report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods represented in this Report.

   (4) I am responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the small business issuer and have:

      (a) Designed such disclosure controls and procedures, or caused such
   disclosure controls and procedures to be designed under our supervision, to
   ensure that material information relating to the small business issuer,
   including its consolidated subsidiaries, is made known to us by others within
   those entities, particularly during the period in which the Report is being
   prepared;

      (b) Designed such internal control over financial reporting, or caused
   such internal control over financial reporting to be designed under my
   supervision, to provide reasonable assurance regarding the reliability of
   financial reporting and the preparation of financial statements for external
   purposes in accordance with generally accepted accounting principles;

      (c) Evaluated the effectiveness of the small business issuer's disclosure
   controls and procedures and presented in this Report our conclusions about
   the effectiveness of the disclosure controls and procedures, as of the end of
   the period covered by this report based on such evaluation; and

      (d) Disclosed in this Report any change in the small business issuer's
   internal control over financial reporting that occurred during the small
   business issuer's most recent fiscal quarter (the Company's fourth fiscal
   quarter in the case of an annual report) that has materially affected, or is
   reasonably likely to materially affect, the Company's internal control over
   financial reporting; and

   (5) I have disclosed, based on my most recent evaluation of internal control
over financial reporting, to the small business issuer's auditors and to the
audit committee of small business issuer's board of directors (or persons
performing the equivalent function):

      (a) All significant deficiencies in the design or operation of internal
   control over financial reporting which are reasonably likely to adversely
   affect the Company's ability to record, process, summarize and report
   financial information; and

      (b) Any fraud, whether or not material, that involves management or other
   employees who have a significant role in the Company's internal control over
   financial reporting.

Dated: October 13, 2009

By: /s/ Stanley L. Schloz
    ---------------------
    Stanley L. Schloz
    President and Chief Executive and Financial Office