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|OMB APPROVAL                                           
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

|(Mark One) [X ]                                                                | QUARTERLY REPORT UNDER
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------
|For the quarterly period ended ___March 31, 2005______________________________
|                                                                              
|[ ]                                                                            | TRANSITION REPORT
    UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|For the transition period from _________________ to
    _________________     
|                                                                              
|Commission file number
    ___0-30118____________________________________     

EMPYREAN HOLDINGS INC.

(exact name of small business issuer as specified in its charter)

|___NEVADA_____________________________________
    (State or other jurisdiction of incorporation or organization) | _88-0413417________________
    (IRS Employer Identification No.)
|----------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------



2537 South Gessner,
Suite 114,

Houston, TX 77063

(address of principal
executive offices)





Issuers telephone
number: (713) 260 7236

(Registrant's
telephone number, including area code)





EMPYREAN
COMMUNICATIONS, INC.

2537, South Gessner,
Suite 114,

Houston, TX 77063
(Former name, former address and former fiscal year, if changed since last
report)



Check whether the issuer

1. filed all documents and reports required to be filed by Section 13 or
  15(d) of the Exchange Act during the last 12months(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
  ( ) No

As of March 31, 2005, there were 68,765,951* shares of common stock issued
and outstanding

Note: * Does not include 1,150,000 shares "on hold" and awaiting return from
third party

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [ X  ]

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PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

Following are the un-audited financial statements for the period ended March
31, 2005





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EMPYREAN HOLDINGS,
INC.

(A Development Stage
Company)

CONSOLIDATED BALANCE
SHEET

March 31, 2005









|ASSETS                               
|-------------------------------------
|                                     
|Current Assets                       
|                                     
|                                     
|                                     
|LIABILITIES AND STOCKHOLDERS' DEFICIT
|                                     
|LIABILITIES                          
|                                     
|Current Liabilities                  
|                                     
|                                     
|                                     
|Total Current Liabilities            
|                                     
|Commitments and Contingencies        
|                                     
|STOCKHOLDERS' DEFICIT                
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     
|                                     























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EMPYREAN HOLDINGS,
INC.

(A Development Stage
Company)

CONSOLIDATED
STATEMENTS OF EXPENSES

Three Months Ended
March 31, 2005 and 2004 and the Period from

October 30, 2000
(Inception) Through March 31, 2005









|                               |             |  |             |  | Inception    
|------------------------------ | ----------- |  | ----------- |  | -------------
|                               |             |  |             |  | Through      
|                               |             |  |             |  | March 31,    
|                               | 2005        |  | 2004        |  | 2005         
|                               | ---------   |  | ----------- |  | -----------  
|General and administrative     | $   119,779 |  | $    86,369 |  | $   3,317,912
|Interest expense               | 1,522       |  | -           |  | 6,892        
|Impairment of investment       | -           |  | -           |  | 2,600,000    
|Gain on forgiveness of debt    | -           |  | -           |  | (96,856 )    
|                               | ---------   |  | ----------- |  | -----------  
|Net loss                       | $(121,301 ) |  | $ (86,369 ) |  | $(5,827,948 )
|                               | =========   |  | =========== |  | ===========  
|Basic and diluted net loss per |             |  |             |  |              
|common share                   | $    (.00 ) |  | $    (.00 ) |  |              
|Weighted average common        |             |  |             |  |              
|shares outstanding             | 50,321,507  |  | 18,524,193  |  |              
|                              



























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EMPYREAN HOLDINGS,
INC.

(A Development Stage
Company)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

Three Months Ended
March 31, 2005 and 2004 and the Period from

October 30, 2000
(Inception) Through March 31, 2005











|                                          |                                        |                                       |           |            |            |              | Inception  
|----------------------------------------- | -------------------------------------- | ------------------------------------- | --------- | ---------- | ---------- | ------------ | -----------
|                                          |                                        |                                       |           |            |            |              | Through    
|                                          |                                        |                                       |           |            |            |              | March 31,  
|                                          |                                        |                                       | 2005      |            | 2004       |              | 2005       
|                                          |                                        |                                       | --------- |            | ---------- |              | -----------
|CASH FLOWS FROM OPERATING ACTIVITIES     
|                                          | Net loss                               | $(121,301)                            |           | $(86,369 ) |            | $(5,827,948)
|                                          | Adjustments to reconcile net loss      |                                       |           |            |            |             
|                                          |                                        | to cash used in operating activities: |           |            |            |              |            
|                                          | Stock issued for services              | 100,000                               |           | 112,500    |            | 2,132,025   
|                                          | Stock issued for settlement            | -                                     |           | -          |            | 38,000      
|                                          | Fair value of stock issued in excess   |                                       |           |            |            |             
|                                          |                                        | of debt                               | -         |            | -          |              | 500        
|                                          | Imputed interest                       | 1,522                                 |           | 1,194      |            | 11,187      
|                                          | Impairment of investment               | -                                     |           | -          |            | 2,600,000   
|                                          | Gain on forgiveness of debt            | -                                     |           | -          |            | (96,856 )   
|                                          | Changes in:                            |                                       |           |            |            |             
|                                          |                                        | Accounts payable                      | 2,086     |            | (32,753)   |              | 1,024,354  
|                                          |                                        | Prepaid Expenses                      | -         |            | -          |              | -          
|                                          |                                        |                                       | --------- |            | ---------- |              | -----------
|NET CASH USED IN OPERATING ACTIVITIES     | (17,693 )                              |                                       | (5,428)   |            | (118,738 )
|                                          |                                        |                                       | --------- |            | ---------- |              | -----------
|CASH FLOWS FROM FINANCING ACTIVITIES      |                                        |                                       |           |            |           
|                                          | Proceeds from notes payable to         |                                       |           |            |            |             
|                                          |                                        | shareholders                          | 18,526    |            | 7,270      |              | 126,846    
|                                          | Payments on notes payable to           |                                       |           |            |            |             
|                                          |                                        | shareholders                          | (600 )    |            | (404 )     |              | (15,769 )  
|                                          | Stock issued for cash                  | -                                     |           | -          |            | 10,800      
|                                          |                                        |                                       | --------- |            | ---------- |              | -----------
|NET CASH PROVIDED BY FINANCING ACTIVITIES | 17,926                                 |                                       | 6,866     |            | 121,877   
|                                          |                                        |                                       | --------- |            | ---------- |              | -----------
|NET CHANGE IN CASH                        | 233                                    |                                       | 1,438     |            | 3,139     
|                                          | Cash balance, beginning                | 2,906                                 |           | 683        |            | -           
|                                          |                                        |                                       | --------- |            | ---------- |              | -----------
|Cash balance, ending                      | $ 3,139                                |                                       | $ 2,121   |            | $ 3,139   
|                                          |                                        |                                       | ========= |            | ========== |              | ===========
|                                          |                                        |                                       |           |            |            |              |            
|NON-CASH DISCLOSURES:                     |                                        |                                       |           |            |           
|                                          | Forgiveness of debt by a related party | $  -                                  |           | $  -       |            | $ 29,578    
|                                          | Stock issued for accounts payable      | -                                     |           | -          |            | 885,417     
|                                          | Stock issued for notes payable         | -                                     |           | -          |            | 7,500       
|                                         
|                                         











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EMPYREAN HOLDINGS,
INC.

(A Development Stage
Company)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS







NOTE 1 - BASIS OF PRESENTATION



The accompanying unaudited interim financial statements of
Empyrean Holdings, Inc. ("Empyrean") have been prepared in accordance with
accounting principles generally accepted in the United States of America and the
rules of the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
Empyrean's latest annual report filed with the SEC on Form 10KSB. In the opinion
of management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full year. Notes to the financial statements,
which would substantially duplicate the disclosure contained in the audited
financial statements for fiscal year 2004, as reported in the 10KSB, have been
omitted.



NOTE 2 - EQUITY



In January 2005, Empyrean increased its authorized common
shares to 1,000,000,000 shares and increased its authorized preferred shares to
200,000,000 shares.



In March 2005, Empyrean issued 20,000,000 shares to an
Empyrean officer in exchange for services valued at $100,000.

NOTE 3 - SUBSEQUENT EVENTS



On April 8, 2005, Empyrean exchanged 200,000,000 shares of Empyrean common
stock for 100% of the ownership interest in Tradewinds International Corp., ("Tradewinds")
a Nevada corporation located in Orlando, Florida. 51% has been transferred to
Empyrean and the remaining 49% is being held in escrow until the seller
transfers $1,000,000 of real estate into Tradewinds. At that time, Empyrean will
issue 75,000,000 shares of preferred stock to the seller and the remaining 49%
will be transferred to Empyrean. The transaction will be accounted for as a
reverse merger.

---



The interim financial statements included herein, presented in accordance
with United States generally accepted accounting principles and stated in U.S.
dollars, have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading.

These statements reflect all adjustments, consisting of normal recurring
adjustments which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
interim financial statements be read in conjunction with the financial
statements of the Company for the year ended December 31, 2004 and notes thereto
included in the Company's 10-KSB annual report. The Company follows the same
accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual
results.

These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might arise from this
uncertainty.

Item 2. Management's Plan of Operation.

The company is in its initial stages of development with no revenues or
income and is subject to all the risks inherent in the creation of a new
business. Since the company's principal activities, until the recent acquisition
of Tradewinds International Corp., have been limited to organizational
activities, prospect development, and acquisition of interest, it has no record
of revenue-producing operations. Consequently, there is no operating history
upon which to base an assumption that the company will be able to achieve its
business plans.

With the acquisition of Tadewinds International Corp., a Nevada corporation
located in Orlando, FL, on April 12, 2005 the company has, however, taken a
significant step towards becoming revenue producing. The company acquired 51 %
of the issued and outstanding shares of Tradewinds from its owners, Hesperia
Advisors Limited, through the issue of 200,000,000 restricted common shares.
Tradewinds currently owns real estate assets of about $1.50 million and is
active in the real estate investment and consulting business in several states.
Tradewinds is now a subsidiary of the company, and will contribute significantly
towards increasing shareholder value in the near future.

Upon completion of the terms set forth in the agreement, the owners of
Tradewinds will acquire additional shares of Empyrean Holdings, Inc. and
transfer all remaining issued and outstanding shares of Tradewinds to the
company, thereby making Tradewinds a wholly owned subsidiary.

With this acquisition in place, the company has recently implemented its
Corporate Development Plan. Management has embarked on forming strong strategic
alliances, targeting hard assets with high-anticipated income and employing
strict management guidelines to set a strong foundation for the future growth of
the company

---

Through the implementation of strategic relationships with national
construction and property management companies, the company is diversifying its
scope of business while improving the efficiency of operations. In order to keep
pace with the rapid growth expected on a national level, offices in Florida and
California are being established with regional analysts in both locations.

Liquidity

During the next 12 months, the company will need significant working capital
to fund its business development efforts and to be prepared to make other
acquisitions as and when suitable opportunities arise. Having determined that up
to $40 million will be required for its expansion and real property investment
activities, the company has revamped its strategies for raising funds and the
use of private placements is also being considered.

Following the name change to Empyrean Holdings Inc. in January of this year,
the website launched in July 2004 was revised to reflect the company's new
ticker symbol- www.epyh.com.

Item 3. Controls and Procedures

As of September 30, 2004, the Company carried out an evaluation of the
effectiveness of the Company's disclosure controls and procedures (as defined by
Rule 13a-14(c) under the Securities Exchange Act of 1934) under the supervision
and with the participation of the Company's chief executive officer and chief
financial officer. Based on and as of the date of such evaluation, the
aforementioned officers have concluded that the Company's disclosure controls
and procedures were effective.

The Company also maintains a system of internal accounting controls that is
designed to provide assurance that assets are safeguarded and that transactions
are executed in accordance with management's authorization and properly
recorded. This system is continually reviewed and is augmented by written
policies and procedures, the careful selection and training of qualified
personnel and an internal audit program to monitor its effectiveness. During the
three-month period ended March 31, 2005, there were no significant changes to
this system of internal controls or in other factors that could significantly
affect those controls.

PART II -- OTHER INFORMATION

Item 4: Submission of matters to a Vote of Security Holders

As reported in the 10KSB for the year ending December 31, 2004 a special
shareholders meeting was held on January 5, 2005, and all the corporate matters,
summarized below, were approved by adequate majorities and adopted.

1. Name change to Empyrean Holdings

2. Increase of authorized common shares to 1,000,000,000 (par value 0.001)
and Preferred shares to 200,000,000 (par value 0.001)

3. Malone & Bailey to continue as independent auditors

4. Grant Board of Directors discretionary powers to convert to be treated as
a Business Development Company under Section 54 of the Company Act of 1940 and

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5. Election of Robert L. Lee to the Board of Directors

Item 5. Other Information

Board Meetings:

The Board of Directors, at a special meeting held in Houston, Texas on
February 3, 2005, approved the filing of a form S-8 registration of an Employees
stock option plan for 150,000,000 shares. This new plan, which is required to
deal with the increase in consulting work anticipated, was filed on March 10,
2005.

The Board of Directors, at a Special meeting held in Houston, Texas on March
21, 2005 approved the issue of 20,000,000 shares from the Employees stock option
plan to Robert L. Lee for the extensive consulting work provided. The Board also
authorized Mr. Lee, in his capacity as President and CEO, to proceed with the
acquisition of Tradewinds International Corp. for the best terms obtainable.

I

|Exhibit No. | Document                  | Location        
|----------- | ------------------------- | ----------------
|3(i)        | Articles of Incorporation | Previously Filed
|3(ii)       | Bylaws                    | Previously filed
|31          | Certification             | Included        
|32          | Certification             | Included        

________________________________________________________________________

Reports on Form 8-K.

A Form 8-K was filed February 1, 2005 reporting the results of the
Shareholders Meeting held January 5, 2005, as detailed above.

A Form 8-K filing was done on April 12, 2005 reporting that the company
had completed the acquisition of Tradewinds International Corp., a Nevada
corporation located in Orlando, FL. through a stock swap. In consideration of
fifty-one percent (51%) of the issued and outstanding shares of Tradewinds
acquired the company issued two hundred million (200,000,000) common shares.
Tradewinds became a subsidiary of the company on the completion of this stock
swap. Upon completion of the terms set forth in the Stock purchase agreement,
the owners of Tradewinds will purchase additional shares of Empyrean and
transfer all remaining issued and outstanding shares of Tradewinds to Empyrean,
thereby becoming a wholly owned subsidiary.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

EMPYREAN HOLDINGS, INC.





/s/ Robert L. LeeDate    May 4, 2005

Robert L. Lee, President and Director





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