Item 1.01 Entry Into Material Definitive Agreement.

On August 14, 2012 Tempco, Inc. (the “Registrant”) executed a Regional Developer Agreement (the “RDA”) and three franchise agreements (the “FA”) with ESIO Franchising, LLC (“ESIO”) for the Dallas/Fort Worth region of Texas (the “Territory”) and three franchises therein. The Dallas/Fort Worth region has a population of over 7,700,000 people and over 2,800,000 households.  Upon the execution of the RDA Registrant paid $250,000 cash to ESIO, including a credit of $70,000 from a payment made earlier in the year on a deposit agreement covering 10 other regions with ESIO.

Registrant must commence operations of its Regional Development business and first 3 franchises within 1 year of the execution of the RDA or forfeit its rights under the RDA and three franchise agreements. Further, Registrant must sell or open 12 additional franchises in the Territory within the 10 year term of the RDA, the first two of which must be in operation within the third year after the execution of the RDA. Under the RDA once its three franchises are operating, Registrant will receive 50% of the initial franchise fees ESIO receives from its franchisees in the Territory and 40% of all royalties ESIO receives from its franchisees in the Territory, excluding advertising fund payments. The RDA and the FA contain standard franchise industry language concerning confidentiality and the use of ESIO’s marks, as well as other standard industry provisions.

Pursuant to the terms of the RDA and the FA Registrant and future franchisees will be marketing and servicing ESIO’s multi-serve beverage dispensing systems and beverage products for use in the home and office. The ESIO Beverage System includes countertop and floor stand beverage dispensers that conveniently offer any size hot and cold drinks at the touch of a button.  ESIO’s patented E-Paks deliver perfectly blended national brand and private label juices, sport drinks, vitamin waters, teas and coffees.  More information on the ESIO Beverage System and its franchises is available at www.esiobev.com

Item 3.02 Unregistered Sale of Securities

Between July 31, 2012 and August 14th 2012, the Company issued 2,656,489 shares of its common stock along with warrants to purchase 2,983,989 shares of its common stock at an exercise price of $.75 for the conversion of $655,000 of convertible notes payable and accrued interest of $9,124. In relation to the conversion of the notes, the Company also issued warrants to purchase an additional 298,399 shares at $.75 to finders. The shares were issued to 16 accredited investors and are exempt from registration pursuant to SEC Regulation D.

As a result of the conversions, the Company now has 18,146,505 shares of its common stock outstanding.

ABOUT TEMPCO, INC.

Tempco, Inc. is headquartered in Scottsdale, Arizona and its common stock trades under the symbol TEMO.  Additional information on Tempco, Inc. is available on the Internet at www.sec.gov under the “company Filings” section.

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