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Exhibit 31

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 Form 10-QSB of Empyrean Holdings,Inc. for the period ended March 31, 2005; 

               2. Based on my knowledge, this quarterly report does notcontain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis quarterly report; 

               3. Based on my knowledge, the financial statements, and otherfinancial information included in this quarterly report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this quarterlyreport. 

               4. The registrant's other certifying offering officers and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15 (e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f)) for the registrant and have: a) designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this quarterly report is being prepared; b) designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles; c) evaluated the effectiveness of theregistrant's disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this quarterly report based on suchevaluation; and d) disclosed in this quarterly report any change in theregistrant's internal control over financial reporting that occurred during theregistrant's most recent fiscal quarter that has materially affected, or isreasonably likely to materially affect, the registrant's internal control overfinancial reporting; and 

               5. The registrant's other certifying officer(s) and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant's auditors and the audit committee ofregistrant's board of directors (or persons performing the equivalent function):a) all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely effect the registrant's ability to record, process,summarize and report financial information; and b) any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the registrant's internal controls over financial reporting. 

Dated: May 4, 2005                               

***/s/ Robert L. Lee                                   ***

By: Robert L. Lee

President 

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