UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549  FORM
10-Q  (Mark One)
[X ]
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934For
the quarterly period ended __March 31, 2009_[
   ]
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACTFor
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.)  11200
Westheimer Rd., Suite 900 Houston,
TX 77042 (address
of principal executive offices)  Registrants telephone number: (713) 243 8731 (Registrants telephone number, including area code)  (Former name, former address and former fiscal year, if changed
since last report) Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (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 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
 See the definitions of large accelerated filer, accelerated filer and
smaller reporting company in Rule 12b-2 of the Exchange Act. Large
accelerated filer [  ] Accelerated
filer [  ] Non-accelerated
filer [  ] (Do not check if a smaller reporting company) Smaller
reporting company [X] Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
               Yes
  (__) No (X) As
of March 31, 2009, there were 12,008,066* shares of common stock issued and
outstanding Note:
* Includes 22,501 shares on hold and awaiting return from third party      PART I  FINANCIAL INFORMATION CONTRARY TO THE RULES OF THE SEC, THE COMPANYS
FINANCIAL STATEMENTS INCLUDED IN THIS FILING HAVE NOT BEEN REVIEWED BY AN
INDEPENDENT PUBLIC ACCOUNTANT IN ACCORDANCE WITH PROFESSIONAL STANDARDS FOR
CONDUCTING SUCH REVIEWS.  Item
1. Financial Statements. Following
are the unaudited financial statements for the period ended March 31, 2009:  [ehiq1200910qlink112009fin002.gif]  The
accompanying notes are an integral part of these consolidated financial
statements      [ehiq1200910qlink112009fin004.gif]  The
accompanying notes are an integral part of these consolidated financial
statements       [ehiq1200910qlink112009fin006.gif]  The
accompanying notes are an integral part of these consolidated financial
statements            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. 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, and should be
read in conjunction with Empyreans unaudited 2008 year end financial statements
contained in the 10-K.  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 period have
been reflected herein.  The results of operations for interim periods are,
however, not necessarily indicative of the results to be expected for the full
year.  Use of Estimates.  In
preparing financial statements, management makes estimates and assumptions that
affect the reported amounts of assets and liabilities in the balance sheet and
revenue and expenses in the statements of income and expenses.  Actual
results could differ from those estimates.  NOTE 2
- GOING CONCERN As
shown in the accompanying financial statements, Empyrean has incurred net losses
of $38,669 through the three months ended March 31, 2009, which increased the
accumulated deficit to $2,309,918 as of March 31, 2009. These conditions raise
substantial doubt about Empyrean's ability to continue as a going concern.
Management is trying to raise additional capital through sales of common stock
as well as seeking financing from third parties. The financial statements do not
include any adjustments that might be necessary if Empyrean is unable to
continue as a going concern.  NOTE 3 - NOTES PAYABLE 
RELATED PARTY  Advances made to the Company by
a former consultant prior to his termination continue to accrue interest at 8%
per annum. The amount of this Note is $18,998 inclusive of accrued interest
through March 31, 2009.  During the current period,
Empyrean received advances totaling $22,000 from a former Director of the
companys wholly owned subsidiary, Empyrean Construction, Inc.  The loan
bears interest at 8% per annum and $3,000 was repaid reducing the amount payable
to $52,038 as on March 31, 2008  As the depressed economy made
it extremely difficult for a small business to obtain financing a high return on
investment loan of $25,000 was obtained from an investor during January
2009.  Repayment of $3,000 was made on
the total advances of $25,000 made by an officer reducing the amount payable to
$21,734 as on March 31, 2009.     Item 2.  Management's Discussions and Analysis of
Financial Condition and Results of Operations.  The
severe downturn in the economy continued for the first quarter of 2009. The lack
of financing severely curtailed the company from making any progress in its
long-term corporate development plan.  However, the overall objective of working towards becoming a
diversified holding company providing competitive returns on investment has not
changed. With the shut down of operations of Empyrean Construction in October
2008, the company has no ongoing business. There is no intention of restarting
the construction business and all the other subsidiaries remain dormant.  .Liquidity  It was
decided to obtain a mortgage loan for the sole remaining property the company
owns in Green Bay, Wisconsin through Empyrean Properties Inc. to raise working
capital.  During
the next 12 months, significant working capital will be needed to get the
company back on track with its development plans. It is also necessary to obtain
interim financing to catch up on the companys delayed 2008 year end audit and
the review of its 10Q filings. It is necessary to catch up with all the delayed
SEC filings so that the company can be relisted on the OTCBB.  Though
the company finalized a $10 million Equity Line of Credit agreement last
December it cannot be activated until the company files an S-1 registration.
There can be no guarantee that the interim financing needed will be obtained in
a timely manner and even it is obtained that it will be available on terms that
are beneficial to the Company.  These factors and the current recession raise substantial
doubts about the Companys ability to continue as a going concern.  Holders
of Company stock may be faced with the inability to liquidate part or all of
their investment on terms which are profitable. It must be remembered that an
investment in Company stock is highly speculative, and investors must be
prepared to lose some or all of their investment.  Item
4.  Controls and Procedures  As of
March 31, 2009, we carried out an evaluation of the effectiveness of our
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 our chief executive officer and chief financial officer.
 Based on and as of the date of such evaluation, the aforementioned
officers have concluded that our disclosure controls and procedures are not
effective for timely gathering, analyzing and disclosing the information we are
required to disclose in our reports filed under the Securities Exchange Act of
1934, as amended. There were no changes in our internal control over financial
reporting (as defined in Rules 13a-15(F) and 15d-15(f) under the 1934 Act)
during the period ended March 31, 2009, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.       PART II
 OTHER INFORMATION   Item
5. Other information  Board
meetings:   The
Board of Directors, at a special meeting held in Houston, Texas on January 18,
2009  acknowledged and recorded  that the services of Larry
Chmielewski as Director of Empyrean Construction , Inc. be recorded as having
been terminated by mutual consent on January 15, 2009.    Item 6.
Exhibits  Exhibit
No. Document Location  3(i) Articles
of Incorporation Previously
Filed  3(ii) Bylaws Previously
filed  31.1 Section
302 Certification Included  32.1 Section
906 Certification Included  _______________________________________________________________________    SIGNATURES Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.  EMPYREAN HOLDINGS,
INC.    /s/ Robert L. Lee Robert L. Lee, President
and Director Date:
December 2, 2009