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10-Q - FORM 10-Q FOR 12-31-2009 - UPD HOLDING CORP.form10q.txt
EX-32 - CERTIFICATION PURSUANT TO SECTION 906 - UPD HOLDING CORP.ex32.txt


                                   Exhibit 31

             Certification of Chief Executive and Financial 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 Quarterly Report on Form 10-Q for the quarter ended
December 31, 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 small business issuer's
    fourth fiscal quarter in the case of an annual report) that has materially
    affected, or is reasonably likely to materially affect, the small business
    issuer'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 Company's auditors and to the audit committee
of the small business issuer's board of directors (or persons performing the
equivalent function):

        (i) 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

        (ii) 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: February 11, 2010

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