|                                                              
|--------------------------------------------------------------
|OMB APPROVAL                                                  
|OMB Number:
      3235-0416                                   
|Expires: April
      30,2003                                  
|Estimated average
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      hours per response: 32.00

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



AMENDED 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, 2003______________________________
|                                                                                    
|[ ]                                                                                  | TRANSITION REPORT
      UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT                  
|For the
      transition period from _________________ to _________________         
|                                                                                    
|Commission file
      number ___0-30118____________________________________         



EMPYREAN
COMMUNICATIONS INC.

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

2537 South Gessner,
Suite 114,

Houston, TX 77063

(address of principal
executive offices)

Issuers telephone
number: (713) 260 7236



|                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                
|___NEVADA_____________________________________
      (State or other jurisdiction of incorporation or organization)                                                             
|                                                                                                                                                                                
|                                                                                                                                                                                
|                                                                                                                                                                                
|(713) 260-7236(Issuer's telephone number)( 713) 260 7236                                                                                                                        
|                                                                                                                                                                                
|_________________________________________________________________________________
      (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, 2003
there were 3,450,112 shares of common stock issued and outstanding

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





PART I - FINANCIAL
INFORMATION

Item 1. Financial
Statements.

Following are the
un-audited financial statements for the period ended March 31, 2003:



EMPYREAN
COMMUNICATIONS INC.

(A Development Stage
Company)

STATEMENT OF CASH
FLOWS

For the three month
periods ended March 31, 2003 and 2002

and for the period
October 30,2000 (Date of Incorporation) to March 31, 2003

(Unaudited)



|                                             |                                                         | For the Three
      Months Ended March 31, 2003 |  | For the Three
      Months Ended March 31, 2002 |  |  | October 30,2000
      (Date of Incorporation) to March 31,2003
|-------------------------------------------- | ------------------------------------------------------- | ----------------------------------------------- |  | ----------------------------------------------- |  |  | --------------------------------------------------------------
|Cash Flows used in
      Operating Activites |                                                         |                                                 |  |                                                 |  | 
|                                             | Net loss for the
      period                           | (5,890)                                         |  | (104,023)                                       |  |  | (10,325,172)                                                  
|                                             | Items not
      affecting cash:                         |                                                 |  |                                                 |  |  |                                                               
|                                             | Accounts Payable
      written-off                      | -                                               |  | -                                               |  |  | (68,227)                                                      
|                                             | Investments
      written-off                           | -                                               |  | -                                               |  |  | 2,600,000                                                     
|                                             | Loss on write-off
      of technology                   | -                                               |  | -                                               |  |  | 5,843,140                                                     
|                                             | Gain on
      forgiveness of debt                       | -                                               |  | -                                               |  |  | (29,578)                                                      
|                                             | Non-cash:                                               |                                                 |  |                                                 |  |  |                                                               
|                                             | Legal expenses                                          | -                                               |  | -                                               |  |  | 56,100                                                        
|                                             | Consulting
      expenses                               | -                                               |  | -                                               |  |  | 750,966                                                       
|                                             | Changes in
      non-cash working capital balances      |                                                 |  |                                                 |  |  |                                                               
|                                             | balances related
      to operations:                   |                                                 |  |                                                 |  |  |                                                               
|                                             | Prepaid expenses                                        | -                                               |  | (433,500)                                       |  |  | 16,000                                                        
|                                             | Accounts Payable                                        | 5,458                                           |  | (490,176)                                       |  |  | 1,098,612                                                     
|                                             | Net Cash (used by)
      from operating activities      | (432)                                           |  | (1,027,699)                                     |  |  | (58,159)                                                      
|                                             |                                                         |                                                 |  |                                                 |  |  |                                                               
|Investing
      Activities                   |                                                         |                                                 |  |                                                 |  | 
|                                             | Cash acquired on
      business acquisition             | 0                                               |  | 0                                               |  |  | 316                                                           
|                                             | Increase(Decrease)
      in shareholder loans           | (2,439)                                         |  | 3,097                                           |  |  | 31,572                                                        
|                                             | Net Cash (used by)
      from Investing Activities      | (2,439)                                         |  | 3,097                                           |  |  | 31,888                                                        
|                                             |                                                         |                                                 |  |                                                 |  |  |                                                               
|Financing
      Activities                   |                                                         |                                                 |  |                                                 |  | 
|                                             | Exchange of debt
      for common shares                | 0                                               |  | 1,024,476                                       |  |  | -                                                             
|                                             | Proceeds from
      issuance of common shares           | 4,000                                           |  | 0                                               |  |  | 27,400                                                        
|                                             | Net Cash (used by)
      from Financing Activities      | 4,000                                           |  | 1,024,476                                       |  |  | 27,400                                                        
|                                             |                                                         |                                                 |  |                                                 |  |  |                                                               
|                                             | Net increase
      (decrease) in cash during the period | 1,129                                           |  | (126)                                           |  |  | 1,129                                                         
|                                             |                                                         |                                                 |  |                                                 |  |  |                                                               
|                                             | Cash, beginning of
      the period                     | 0                                               |  | 191                                             |  |  | 0                                                             
|                                             |                                                         |                                                 |  |                                                 |  |  |                                                               
|                                             | Cash, end of the
      period                           | 1,129                                           |  | 65                                              |  |  | 1,129                                                         





EMPYREAN
COMMUNICATIONS INC.

(A Development Stage
Company)

BALANCE SHEETS

for the periods ended
March 31, 2003 and December 31, 2002





|                                          |                                                        |                                                  | March 31, 2003 |              | December 31,
      2002
|----------------------------------------- | ------------------------------------------------------ | ------------------------------------------------ | -------------- | ------------ | -----------------------
|                                          |                                                        |                                                  | Unaudited      |              |                        
|Assets                                    |                                                        |                                                  |                |              |                        
|                                          | Cash                                                   |                                                  | 1,129          |              | -                      
|                                          | Prepaid expenses -
      see accompanying notes        | 258,679                                          |                | 258,679     
|                                          |                                                        | to financial
      statements                    |                |              |                        
|                                          |                                                        |                                                  |                |              |                        
|Total Assets                              |                                                        | 259,808                                          |                | 258,679     
|                                          |                                                        |                                                  |                |              |                        
|                                          |                                                        |                                                  |                |              |                        
|Liabilities                               |                                                        |                                                  |                |              |                        
|                                          | Accounts Payable                                       | 72,349                                           |                | 66,891      
|                                          | Due to
      shareholders - see accompanying notes     |                                                  |                |             
|                                          |                                                        | to financial
      statements                    | 31,572         |              | 34,011                 
|                                          |                                                        |                                                  |                |              |                        
|Total Liabilities                         |                                                        | 103,921                                          |                | 100,902     
|                                          |                                                        |                                                  |                |              |                        
|Stockholders
      Equity                 |                                                        |                                                  |                |             
|                                          | Capital Stock                                          |                                                  |                |             
|                                          | Authorized:                                            |                                                  |                |             
|                                          | 50,000,000 common
      shares, $0.001 par value       |                                                  |                |             
|                                          | 10,000,000
      preferred sharess, $0.001 par value   |                                                  |                |             
|                                          | Issued:                                                |                                                  |                |              |                        
|                                          | 3,450,112 (2002:
      3,250,112) common shares - see  |                                                  |                |             
|                                          |                                                        | accompanying notes
      to financial statements | 3,450          |              | 3,250                  
|                                          | 10,000,000
      preferred sharess                     | 10,000                                           |                | 10,000      
|                                          | Additional paid in
      capital                       | 10,467,609                                       |                | 10,463,809  
|                                          | Deficit
      accumulated during the development stage | (10,325,172)                                     |                | (10,319,282)
|                                          |                                                        |                                                  |                |              |                        
|Total Stockholders
      Equity/(Deficit) | 155,887                                                |                                                  | 157,777       
|                                          |                                                        |                                                  |                |              |                        
|                                          | Liabilities and
      Shareholders Equity/(Deficit)    | 259,808                                          |                | 258,679     





EMPYREAN
COMMUNICATIONS INC.

(A Development Stage
Company)

Income Statement

with cummulative since
inception





(UNAUDITED)



|                                          |                                       |         | For the Three
      Months Ended March 31, 2003 |           | For the Three
      Months Ended March 31, 2002 |  |              | October 30,2000
      (Date of Incorporation) to March 31, 2003
|----------------------------------------- | ------------------------------------- | ------- | ----------------------------------------------- | --------- | ----------------------------------------------- |  | ------------ | ---------------------------------------------------------------
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|Operating Expenses                        |                                       | 5,890   |                                                 | 104,023   |                                                 |  | 1,989,830   
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|Operating Loss                            |                                       | (5,890) |                                                 | (104,023) |                                                 |  | (1,989,830) 
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|Other
      Income/(Expenses)             |                                       |         |                                                 |           |                                                 |  |             
|                                          | Investments
      written-off         |         | -                                               |           | -                                               |  |              | (2,600,000)                                                    
|                                          | Loss on write-off
      of technology |         | -                                               |           | -                                               |  |              | (5,843,140)                                                    
|                                          | Accounts payable
      written-off    |         | -                                               |           | -                                               |  |              | 68,227                                                         
|                                          | Miscellaneous
      Income            |         | -                                               |           | -                                               |  |              | 9,993                                                          
|                                          | Gain on
      forgiveness of debt     |         | -                                               |           | -                                               |  |              | 29,578                                                         
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|Net Loss for the
      period             |                                       | (5,890) |                                                 | (104,023) |                                                 |  | (10,325,172)
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|                                          |                                       |         |                                                 |           |                                                 |  |              |                                                                
|Basic loss per
      share                |                                       |         |                                                 |           |                                                 |  |             
|Shares Outstanding                        |                                       |         |                                                 |           |                                                 |  |             
|Weighted Average
      Shares Outstanding |                                       |         |                                                 |           |                                                 |  |             





EMPYREAN
COMMUNICATIONS INC.

(A Development Stage
Company)

STATEMENT OF
STOCKHOLDERS EQUITY/(DEFICIT)

for the period ended
March 31, 2003

(Unaudited)



|                                                                 |  | Preferred Shares
      issued | Par Value | Common Shares,
      issued | Par Value | Additional Paid
      in Capital | Deficit
      Accumulated During the Development Stage | Total      
|---------------------------------------------------------------- |  | ----------------------------- | --------- | --------------------------- | --------- | -------------------------------- | ------------------------------------------------------ | -----------
|Issued for Cash                                                  |  |                               |           | 750,000                     | 750       | 250                              |                                                        | 1,000      
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Net Loss for the
      period                                    |  |                               |           |                             |           |                                  | (70,583)                                               | (70,583)   
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Balance, December
      31, 2000                                 |  | -                             | -         | 750,000                     | 750       | 250                              | (70,583)                                               | (69,583)   
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Issued for cash
      pursuant to exercise of warrants - at $200 |  |                               |           | 112                         | -         | 22,400                           | -                                                      | 22,400     
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Issued for
      acquistion of subsidiary                        |  |                               |           | 37,500                      | 38        | 5,805,370                        |                                                        | 5,805,408  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Net loss for the
      period                                    |  |                               |           |                             |           |                                  | (6,748,095)                                            | (6,748,095)
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Balance, December
      31, 2001                                 |  | -                             | -         | 787,612                     | 788       | 5,828,020                        | (6,818,678)                                            | (989,870)  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Issued for
      acquisition of subsidiary                       |  | 10,000,000                    | 10,000    |                             |           | 1,290,000                        |                                                        | 1,300,000  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Net loss for the
      period                                    |  |                               |           |                             |           |                                  | (104,023)                                              | (104,023)  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Balance, March 31,
      2002                                    |  | 10,000,000                    | 10,000    | 787,612                     | 788       | 7,118,020                        | (6,922,701)                                            | 196,107    
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Issued for
      controlling interest in Basalt Fiber Company    |  |                               |           | 500,000                     | 500       | 1,299,500                        |                                                        | 1,300,000  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Net loss for the
      period                                    |  |                               |           |                             |           |                                  | (444,772)                                              | (444,772)  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Issued pursuant to
      consulting fee agreements               |  |                               |           | 1,775,000                   | 1,775     | 612,225                          |                                                        | 614,000    
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Balance, June 30,
      2002                                     |  | 10,000,000                    | 10,000    | 3,062,612                   | 3,063     | 9,029,745                        | (7,367,473)                                            | 1,665,335  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Issued pursuant to
      consulting fee agreements               |  |                               |           | 187,500                     | 187       | 1,434,064                        |                                                        | 1,434,251  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Net loss for the
      period                                    |  |                               |           |                             |           |                                  | (6,052)                                                | (6,052)    
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Balance, September
      30, 2002                                |  | 10,000,000                    | 10,000    | 3,250,112                   | 3,250     | 10,463,809                       | (7,373,525)                                            | 3,093,534  
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Net loss for the
      period                                    |  |                               |           |                             |           |                                  | (2,945,757)                                            | (2,945,757)
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Balance, December
      31, 2002                                 |  | 10,000,000                    | 10,000    | 3,250,112                   | 3,250     | 10,463,809                       | (10,319,282)                                           | 157,777    
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Issued for cash at
      $0.02                                   |  |                               |           | 200,000                     | 200       | 3,800                            |                                                        | 4,000      
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Net loss for the
      period                                    |  |                               |           |                             |           |                                  | (5,890)                                                | (5,890)    
|                                                                 |  |                               |           |                             |           |                                  |                                                        |            
|Balance, March 31,
      2003                                    |  | 10,000,000                    | 10,000    | 3,450,112                   | 3,450     | 10,467,609                       | (10,325,172)                                           | 155,887    



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 to date 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 it's business plans

The company's aggressive and unwavering business focus is to
pursue all available avenues in order to obtain the funding required to commence
the manufacture and sales of continuous basalt fiber and related products.

As previously reported, its wholly owned subsidiary, Basalt
Fiber Company terminated the lease for the factory building in South Hill,
Virginia in order to reduce expenditure. The action taken however does not
affect in any way the Industrial Revenue Bonds, various grants and tax
abatements granted to the company by the State of Virginia, provided the company
sets up it's manufacturing facilities in the county of Mecklenburg, before the
end of 2004. Management continues to be fully primed to either reinstate this
lease or secure another suitable lease property in Mecklenburg county and
install manufacturing facilities as soon as the financing being sourced, is
obtained. Production of basalt fiber is expected to commence within a year of
financing being obtained and conservative gross sales revenues are projected to
be in excess of $2.50 million in the second year and should exceed $8.50 million
by the fifth year.

In brief, Basalt fiber is the newest fiber application
technology available to the Western Hemisphere. Basalt Fiber can effectively
replace fiberglass in all its applications. It is also stronger, ecologically
safer and more cost effective than fiberglass. As the properties of Basalt Fiber
are far superior than fiber glass, it will command premium prices for all its
products. The many exciting uses of basalt fiber include its application in
industry, the military, local law enforcement and fire safety. Furthermore,
Basalt Fiber's superior strength and advanced thermal properties will aid in
the construction of much stronger and more fire resistant structures. It can
also be used to enhance fire resistant apparel for firefighters and stronger
bulletproof vests for law enforcement personnel.

Negotiations to obtain for Basalt Fiber Company the exclusive
world wide marketing rights for quality basalt fiber was terminated and will no
longer be pursued. The prolonged, depressed and uncertain economic conditions
have placed a severe constraint on the company's efforts to raise start up
capital. Management, however, continues to pursue all available avenues to
obtain financing and will reconsider the use of a Private Placement to raise
$5.00 million from accredited Investors, once the economy picks up.

Principal Product

The company's principal business is therefore for it's
wholly owned subsidiary, Basalt Fiber Company, to manufacture Continuous Fiber
products for resale in the world market. From start up, the company is expected
to grow at a 20% to 25% rate and the list of the main objectives to be strictly
pursued by top management are:

- to provide Basalt fiber Company the market presence, which is necessary to
    support production, marketing and sale goals and to attract customers from
    the niche markets for the basalt Fiber products
- Generate a fair return for shareholders and finance continued growth and
    development of quality products with earned profits
- To have sales of more than8.50 million by the fifth year .
- To achieve a gross margin of 73 % and to have checks and balances in
    place, to maintain this level
- To continue research and development into the next generation of fiber
    products and
- Achieve a steady and reliable production stream

Liquidity

During the next 12 months, the company will need significant
working capital to fund its marketing efforts and to commence the manufacture of
Basalt Fiber products. The Company continues to actively pursue financing from
all available sources both in this country and overseas. As it has still not
been possible to obtain a suitable financing package from the Banks and Private
investors that management met and worked with in Panama, it has been decided not
to pursue these sources any further.

PART II - OTHER INFORMATION

Item 5. Other Information

Board Meetings:

The Board of Directors, at a Special meeting held in Houston,
Texas on February 21, 2003, approved the filing of a form S 8 registration
statement for common shares to be issued to pay for professional fees and as
compensation for consultants serving the Company.

Sale of restricted stock:

During the quarter 200,000 restricted shares were sold to an
investor for 2 cents per share or $4,000.00

Item 6. Exhibits and Reports on

> Exhibit No. Document Location
>     3(i) Articles of Incorporation Previously Filed
>     3(ii) Bylaws Previously filed
>     ________________________________________________________________________

Reports on Form 8-K

NIL

SIGNATURES

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

EMPYREAN COMMUNICATIONS, INC.







/s/ Robert L.
Lee   Dated May 23, 2003

Robert L. Lee, President
and Director







/s/ Anthony Fanale   Dated May 23, 2003

Anthony Fanale, Director

*Print the name and
title of each signing officer under his signature.





CERTIFICATION PURSUANT TO SECTION
302

OF THE SARBANES-OXLEY ACT OF 2002

I, Robert L. Lee, certify that:

1. I have reviewed this quarterly report on
Amended Form 10-QSB of Empyrean Communication, Inc. for the quarter ended March
31, 2003;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial
statements, and other financial information included in this quarterly report,
fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods
presented in this quarterly report.

4. The registrant's other certifying offering
officers and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have: a) designed such disclosure controls and procedures
to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and c) presented in this
quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers
and I have disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or persons
performing the equivalent function): a) all significant deficiencies in the
design or operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses in
internal controls; and b) any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officers
and I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.

Date: May 23, 2003







CERTIFICATION PURSUANT
TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION
1350)





In connection with
the Annual Report of Empyrean Communications, Inc.., a Nevada corporation
(the "Company"), on Form 10-QSB for the quarter ending March 31,
2003 as filed with the Securities and Exchange Commission (the
"Report"), I, Robert L. Lee,  President of the Company, certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), that
to my knowledge:



(1) The Report fully
complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and



(2) The information
contained in the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company.







/s/ Robert L.
Lee

Robert L. Lee, President

Dated: May 19, 2003