UNITED STATESSECURITIES AND EXCHANGE
COMMISSIONWashington, D.C. 20549  AMENDED
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 __June 30, 2008_[
   ]
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 03, 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


EXPLANATORY PARAGRAPH  The
Company filed a Form 10-Q on August 19, 2008 which had not been reviewed by an
independent public accountant, as required by SEC Rules.  The Company has
subsequently submitted this report, and the financial statements included
herein, for review by its independent public accountant and is filing this
amended 10Q with changes made pursuant to that review process.





PART I  FINANCIAL INFORMATION Item
1. Financial Statements. Following
are the unaudited financial statements for the period ended June 30, 2008:  EMPYREAN
HOLDINGS, INC(A
Development Stage Company)CONSOLIDATED BALANCE SHEET(Unaudited)June 30, 2008
December 31, 2007CURRENT
ASSETSCash
$        8,076
$          1,969Prepaid
expenses
6,172
7,500Account
Receivable
1,175
1,495Employee
Advances
9,000
-Deposits
1,495
1,175Real
Estate Held For Sale
97,000
202,000Total
current assets
122,918
214,139Fixed
Assets, net of accumulated depreciation of $8,376, and $2,792
respectively
33,124
38,708TOTAL
ASSETS
$      156,042
$        252,847LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT
LIABILITIESAccounts
payable - trade
$      129,453
$        64,979Accrued
expenses

120,000Note
Payable - related parties
230,968
157,238Total
current liabilities
480,421
222,217COMMITMENTS
AND CONTINGENCIES

-STOCKHOLDERS'
EQUITY (DEFICIT)Preferred
stock, $.001 par, 200,000,000 shares authorized, 15,140,000 shares issued
and outstanding
15,140
15,140Common
stock, $0.001 par value per share; 1,000,000,000 shares authorized;
12,008,099 and 10,258,066 shares issued and outstanding,
respectively
12,008
10,258Additional
paid-in capital
1,815,734
1,791,234Accumulated
deficit during development stage
(2,167,261)
(1,786,002)Total
stockholders' equity (deficit)
(324,379)
30,630TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
$     156,042
$     252,847  The accompanying
notes are an integral part of these financial statements.





EMPYREAN HOLDING, INC(A  Development Stage company)CONSOLIDATED STATEMENTS OF INCOME &
EXPENSESThree Months Ended June 30, 2008 and 2007 and
theSix Months Ended June 30, 2008 and 2007 and
thePeriod from December 30, 2004 (Inception) through June 30,
2008(Unaudited)Three Months Ended June  30
Six Months Ended June  30Inception through June 30, 20082008
2007
2008
2007INCOMERental
Income
-



6,714Construction
Income
-

8,257

8,257Payroll
Processing and Other
-



16,564Sale
of real estate
45,000

94,000

978,200Total Income
45,000
-
102,257
-
1,009,735COST
AND EXPENSESCost
of real estate sold
48,874

122,971

1,138,924General
and administrative
115,999
98,386
206,205
118,804
1,524,645Compensation
Expense
146,250

146,250Impairment
of Note receivable - related party
-

-

162,148Loss
on abandonment of property held for sale
-

-

154,354Total Costs and Expenses
311,123
98,386
475,426
118,804
2,980,071OTHER
INCOME (EXPENSES)Interest
income (expense)
(5,321)
995
(8,090)
2,707
(81,445)Cost
of recapitalization
-



(115,479)-Total
other income (expenses)
(5,321)
995
(8,090)
2,707
(196,924)NET
LOSS
(271,444)
(97,391)
(381,259)
(116,097)
(2,167,260)Deemed
dividend on
preferred stock issuance
-
373,200

373,200
373,200Net
loss attributable to common shareholders
(271,444)
(470,591)
(381,259)
(489,297)
(2,540,460)TOTAL
BASIC AND DILUTED NET LOSS PER SHARE
(0.03)
(0.05)
(0.04)
(0.05)BASIC
AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
10,316,333
9,858,066
10,287,167
9,858,066  The accompanying
notes are an integral part of these financial statements.





EMPYREAN
HOLDING, INC(A
 Development Stage company)CONSOLIDATED
STATEMENTS OF CASH FLOWSSix Months
Ended June 30, 2008 and 2007 and thePeriod from
December 30, 2004 (Inception) through June 30, 2008(Unaudited)Six Months Ended Jun 30,
Inception Through Jun 30CASH
FLOWS FROM OPERATING ACTIVITIES
2008
2007
2008Net
loss
(381,259)
(116,097)
(2,167,261)Adjustments
to reconcile net loss to net cashused
for operating activities:Stock
issued for services
26,250

277,250Stock
based compensation
-

120,000Cost
of recapitalization
-

115,479Loss
on sale of property
-

43,977Loss
on abandoned
-

154,354Impairment
loss on property
-

11,500Write
down of related party n/r and n/p
-

162,148Depreciation
expense
5,584

29,608Changes
in operating assets and liabilities:Other
assets

(9,050)Receivables
8,995

7,500Prepaid
expenses and Other current assets
(16,667)

(25,341)Land
held for sale
105,000

289,500Accounts
payable and accrued expenses
184,474
26,188
358,923CASH
USED FOR OPERATING ACTIVITIES
(67,623)
(98,959)
(622,363)CASH
FLOWS FROM INVESTING ACTIVITIESPayments
received on note receivable-related party
-
1,567
46,500Issuance
of note receivable
-
-
(208,648)proceeds
from sale of r/e
-
-
330,023Purchase
of fixed assets
-
-
(41,500)CASHPROVIDED BYINVESTING ACTIVITIES
-
1,567
126,375CASH
FLOWS FROM FINANCING ACTIVITIESProceeds
from issuance of Common stock
-
-
374,538Proceeds
from related party debt
110,930
7,644
456,311Proceeds
from debt

57,510Principal
payments on related party debt
(37,200)
(2,500)
(326,785)CASH
PROVIDED BY FINANCING ACTIVITIES
73,730
62,654
504,064NETCHANGEIN CASH
6,107
(34,738)
8,076CASH
AT BEGINNING OF YEAR
1,969
35,443
0CASH
AT YEAR END
$   8,076
$    705
$   8,076SUPPLEMENTAL
DISCLOSURES:Cash
paid for interest
$       -
$       -
$       -Cash
paid for income taxes
$       -
$       -
$       -NON-CASH
INVESTING AND FINANCING ACTIVITIES:Shares
issued to settle related party debt
$       -
$       -
$    72,759Shares
issued for property
$       -
$       -
$ 1,517,200Forgiveness
of related party debt
$       -
$       -
$   226,334 The accompanying
notes are an integral part of these financial statements.





EMPYREAN HOLDINGS,
INC. (A
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)   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 audited 2007 year end financial statements
contained in the 10-KSB.  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.  NOTE 2
- GOING CONCERN As
shown in the accompanying financial statements, Empyrean has incurred net losses
of $381,259 through the six months ended June 30, 2008, which increased the
accumulated deficit to $2,167,261 as of June 30, 2008. 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
Tom Bojadzijev before his termination as a real estate consultant for the
company continue to accrue interest at 8% per annum. The amount of this Note is
$18,095 inclusive of accrued interest through June 30, 2008.  During the current period,
Empyrean received advances totaling $31,360 from a Director of the companys
wholly owned subsidiary, Empyrean Construction, Inc.  The loan bears
interest at 8% per annum and $17,200 has been repaid reducing the amount payable
to $45,038 as of June 30, 2008.  As no further advances have
been received from IMR, LLC during the period ending June 30, 2008 the total
outstanding amount due to IMR including interest has increased minimally to
$146,728. This Note incurs interest at the rate of 8% per annum and is payable
on demand.  Advances made by an officer
total $21,107 as of June 30, 2008.





NOTE 4  SALE OF REAL
ESTATE.  A lot owned by the company in
Kewaskum, Wisconsin was sold in early April 2008 for $45,000.  In addition,
another lot was purchased during 2007 for $97,000.  NOTE 5-COMMON STOCK  On June 27,2008, the Company
has awarded 1,750,000 shares of common stock, with a value of $26,250 using the
quoted market price, to its officer for past consulting services. The shares are
to be issued before August 2008.





Item 2.  Management's Discussions and Analysis of
Financial Condition and Results of Operations.  The company continues to pursue its long-term corporate
development plan to become a diversified holding company that will eventually
provide competitive returns to shareholders and investors. Due to the current
difficult economic situation, however, progress for this quarter has been slow.
A brief report on the present situation for the Companys subsidiaries
follows.  Empyrean Properties, Inc. (Empyrean Properties):  In April 2008 another lot in Kewaskum, Wisconsin was sold and the
net proceeds of $41,903 were used as working capital. The company now only owns
one lot in Green Bay, Wisconsin with a carrying value of  $97,000. With the
present serious downturn in the real property market it is doubtful that
Empyrean Properties will be active till financing is obtained or share swaps for
real properties can be found.   Empyrean Staffing, Inc. (Empyrean Staffing)  Since the termination of its short lived payroll processing
business at the end of last year, Empyrean Staffing has remained dormant. The
financing needed for this subsidiary to make a fresh start as a P.E.O, as
outlined in its business plan, has been included in the financing package being
pursued for the company  Empyrean Financial Services, Inc. (EFS)  EFS will also remain a dormant subsidiary until funds are
obtained to reactive the PEO business for Empyrean Staffing.  Empyrean Construction, Inc., (Empyrean Construction)  Empyrean Construction holds general contractors licenses for the
States of California and Nevada. Though only a few small jobs have been
successfully completed to-date, the marketing strategies formulated to cater for
the difficult period being faced by the construction industry has recently
started to produce results.  The unanticipated slow progress experienced in the 1st
quarter of 2008 has made the reduction of one employee necessary. Two well
qualified and experienced employees, however, remain in employment and top
priority is being given to obtaining the financing needed to finalize agreements
for the projects recently identified.





The objective of offering a majority interest in Empyrean
Construction to an entity that will contribute industry expertise, related
services, goodwill and existing development projects remains a possibility.  Liquidity  During the next 12 months, significant working capital will be
needed to fund Empyrean Construction until it breaks even, to develop the
businesses for the companys other subsidiaries and to pursue other business
opportunities.  Though several sources of financing are being reviewed a firm
decision has yet to be made on the type of financing or the amounts to be raised
for executing its business plan.  It appears at this stage that either
equity or debt financing, or a combination of both, may be needed to raise
sufficient capital to advance the Companys business.  A recent offer from a financing company to provide a $10 million
Equity line of Credit is under consideration but there can be no guarantee that
any such financing will be successful or that it will be made available at terms
that are beneficial to the Company.  Without obtaining additional financing, on favorable terms, the
Company may be forced to scale back or halt the development of the various
businesses of its subsidiaries.  These factors raise substantial doubt
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 financially profitable.  Because an
investment in Company stock is highly speculative, investors must be prepared to
lose some or all of their investment.  Item 4.  Controls and Procedures  As of
June 30, 2008, 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. Action to improve our internal control over financial
reporting has been taken.  The CEO/FO has institued closer controls of all
aspects of account procedures working in close consultation with the Companys
part-time accountant.  There were noother 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 June 30, 2008, 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:  1. The
Board of Directors, at a special meeting held in Houston, Texas on June 26, 2008
 acknowledged and recorded  that the sole officer and Director of the
company continues to provide his full time services without any compensation.
Compensation in the form of restricted shares and consulting fees was approved
but cash payments will only be due for payment when the company has obtained the
financing being pursued.  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:
March,5, 2009