10K ANNUAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2009  UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-K/A (Mark One)
[ X ] Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
For the fiscal year ended June 30, 2009 [ ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 
For the transition period from _____ to _____ COMMISSION FILE NUMBER000-52766 EMPIRICAL VENTURES, INC.(Name of small business issuer in its charter) NEVADA27-0143340(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)  355 Galbraith Close
Edmonton, ABT3Z 4F2(Address of principal executive offices)(Zip Code)  780 691 7373Issuer's telephone number Securities registered under Section 12(b) of the Exchange Act: NONE. Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 Par Value Per Share. Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ] Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d)of the Exchange Act during the past 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. Yes [ X ]No [ ] Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 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. (Check one):


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|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 [X] State issuers revenues for its most recent fiscal year: $0 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days $77,995 State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date. As of November 13, 2009 the Issuer had 10,086,662 Common shares outstanding Documents Incorporated By Reference: None  PART IITEM 1.BUSINESSITEM 1A.RISK FACTORSITEM 2.PROPERTIESITEM 3.LEGAL PROCEEDINGSITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESITEM 6.SELECTED FINANCIAL DATAITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSUREITEM 9A.CONTROLS AND PROCEDURESITEM 9B.OTHER INFORMATIONPART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE COMPLIANCE WITH
SECTION 16(a) OF THE EXCHANGE ACT.ITEM 11.EXECUTIVE COMPENSATIONITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15.EXHIBITSSIGNATURES    PART I Certain statements contained in this Annual Report on Form 10-K constitute "forward-looking statements". These statements, identified by words such as plan, "anticipate", "believe", "estimate", "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Management's Discussion and Analysis or Plan of Operation" and elsewhere in this Form 10-K. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the SEC), particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. As used in this Annual Report, the terms "we", "us", "our", Empirical and the Company mean Empirical Ventures, Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars unless otherwise indicated. ITEM 1.      BUSINESS. We are a development stage company. Our plan is to commercialize a travel and tourism management program and related software applications.  We are in the early development stages for our software application and infrastructure build out, and have not as yet engaged in revenue producing activities.  We will provide products and services to enable the travel and tourism industries to more effectively manage and share information, service and support activities, as well as optimize data management functions.  Our objective is to complete pre-marketing activities and to actively market and support a commercial product and to earn revenues from travel and tourism organizations worldwide. Our sources of revenue will come from purchases and licensing of our software. We have earned no revenues to date. Corporate Background Empirical Ventures, Inc. is a corporation formed under the laws of the State of Nevada on April 14, 2004 whose principal executive offices are located in Edmonton Alberta, Canada. Our principal business is the further development, and future production, marketing and sales via the Internet of a software product called Darrwin. Recent Corporate Developments Prior to June 30, 2009 We experienced no significant developments since the completion of our fiscal year ended June 30, 2009 Recent Corporate Developments Subsequent to June 30, 2009 We experienced no significant developments since the completion of our fiscal year ended June 30, 2009      3   In General We are a development stage company. Our plan is to commercialize an enterprise and related software applications. We are in the early stages for our software application and infrastructure build out, and have not as yet engaged in revenue producing activities.  We will provide products and services to enable the travel and tourism industries to more effectively manage all travel and tourism related services.  Our objective is to complete development and pre-marketing activities and to actively market and support a commercial product and to earn revenues from the travel and tourism industries or other related organizations worldwide via the Internet from our website at http://www.darrwin-travel.com About our Business Empirical owns the Darrwin Software Program, which provides reservation and support services to the hospitality and tourism industries via the internet.  We intend to become an Application Service Provider, hosting the program on our servers, and providing access and data storage from our facilities to hotels and motels, as well as civic and regional tourism bureaus in the U.S. and Canada. At the time of the acquisition our program was operational on Windows NT and Windows 2000 and capable of a full array of tourism based services, including reservation services and lodges and ticketing local sporting events and activities.  Our business plan is to further develop, market and commercialize this software. We plan to market our software as a service to hotel and motel chains and civic and regional tourism bureaus.  We are a development stage company, have produced no revenues to date and have had extremely limited operations and have relied on the sale of our securities and loans from our sole director to fund our operations to date.  We expect to spend at least $18,000 on development of our website and further enhancements to our software, and substantially more will be spent on these developments as funding becomes available. To date we have spent a total of $10,510 on software development, $1950 website development and other related costs. We anticipate spending approximately $235,000 in the next five months for similar purposes that are contingent on the receipt of additional funding.  We acquired the prior development and prototype software of  the of the Darrwin Software Program on May 18, 2004,  from 3493734 Manitoba a company managed by Larry Cherrett of Winnipeg Manitoba Canada.  The software was developed between 1996 and 2001 by World Star Holdings of Dryden Ontario, Canada; 3493734 Manitoba acquired the software in satisfaction of a debt. There is no relationship between the Company or the Companys Management with Larry Cherrett, 3493734 Manitoba Ltd. or World Star Holdings or Starcom Technologies.  Our development plan calls for completion of a marketing website and a test website. On October 3, 2006 Starcom Technologies commenced work to upgrade the Darrwin System for multiple simultaneous client/user access; that work is ongoing. On October 16, 2006, we started construction of our marketing website and was launched online during May 2007. Funding for these developments has come from a loan through our President Derek Ward.  To complete our plan we will need to hire additional staff and consultants and invest in additional computers and servers, and we currently lack the necessary funding to do either.    4   Research and Development Expenditures  We have spent approximately $12,460 on research and development to date, this includes development of our marketing website and ongoing upgrades to our existing software program. Additionally, we have spent $18,000.00 on the acquisition of prior development costs and plan to expend in the next 5 month period the sum of $235,000 on expenses associated with the further development and continuing upgrades of our software program. We expect to raise additional funding through either debt or equity funding and is most likely to be equity funding by way of private placement or initial public offering. Also, Management has agreed to, in absence of additional funding will make or arrange for short term loans to the company.  However, it is doubtful that these short term loans will be adequate to cover the total amount of funds needed to complete our business plan and we have not made any arrangements for a line of credit or other form of debt financing.  Providing we can raise additional funding we expect to continue to develop our software program and expect to devote a significant proportion of our revenues and capital funds to developing enhancements to our software program.. Marketing Strategy We plan to undertake the development of a logo and other art and to develop a look and feel for our brochures and web site and that we will incorporate into an advertising and marketing campaign.  We anticipate that initial marketing expenses, including travel for the first year will be approximately $50,000.  We anticipate that the marketing materials and campaign would be designed by an outside marketing consulting firm. Industry Background  Competition We will potentially compete with numerous providers of online or Internet accessible business applications and services companies, many of which have far greater financial and other resources than we do. Many of these companies have established histories and relationships in providing online applications or systems that enable them to attract talent, marketing support, the interest of decision makers and financing. The major competitors in this field are Expedia and Orbitz.  Moreover, proven track records are of paramount consideration in selecting vendors. We plan to compete through the further development of our integrated, and easy to use software .  We also plan to aggressively market the software program through successful marketers as well as through our own web site. While our management team has significant business experience, we, as a company, have no proven track record in the software industry. We can provide no assurance that we will be able to successfully market a commercially viable product or compete in this industry.         5  Intellectual Property To date, we have not been granted any patents, trademarks, franchises, concessions or labor contracts at this time, however, we have made application for trademarks in Canada and the United States and in the future other jurisdictions, and have no assurance of our ability to continue to use such names in association with the sale of our products and services. In the future we will enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties and control access to software, documentation and other proprietary information and will apply for other protections in the form of patents and copyrights if applicable, in order to fully protect our proprietary software. Failure to provide adequate protection our proprietary rights could expose us to infringement of our rights by other parties and could offer similar services, significantly harming our competitive position and decreasing our revenues. Government Regulation We currently do not require approval of any government to offer our products and services. We do not expect that there will be any governmental regulations on our business. We will voluntarily refuse to accept orders from the following countries: Afghanistan, Angola, Cuba, Democratic People's Republic of Korea [North Korea], Eritrea, Federal Republic of Yugoslavia [Serbia and Montenegro], Iran, Iraq, Liberia, Libya, Myanmar [Burma], Rwanda, Sierra Leone, Syria, and Sudan. We expect no costs or effects of compliance of federal, state and local environmental laws on our business. Employees We have one part-time employee, our President, Mr. Ward who dedicates about 20 hours per week to our business. Subsidiaries We have no subsidiaries ITEM 1A  RISK FACTORS We Have Yet To Attain Profitable Operations And Because We Will Need Additional Financing To Fund Continued Funding And The Successful Production, Marketing And Sales Of The Darrwin Software Product. We have incurred a net loss of $147,296 for the period from inception to June 30, 2009, and have earned no revenues to date. We expect to lose more money as we spend additional capital to complete development, produce and market the Darrwin software product, and establish our infrastructure and organization to support anticipated operations. We cannot be certain whether we will ever earn a significant amount of revenues or profit, or, if we do, that we will be able to continue earning such revenues or profit. Also, any economic weakness may limit our ability to continue development and ultimately market our products and services. Any of these factors could cause our stock price to decline and result in investors losing a portion or all of their investment. These factors raise substantial doubt that we will be able to continue as a going concern. We have cash in the amount of approximately $33 as of June 30, 2009. Our total expenditures over the next twelve months are anticipated to be approximately $269,000 the majority of which is due to the development and marketing of our products and general, legal, accounting and administrative expenses associated with this offering and as a result of our becoming a reporting issuer under the Exchange Act.  6 We presently do not have sufficient cash on hand to fund our proposed expenditures beyond the next twelve months and will require additional financing. Further marketing, production and manufacturing work will also require additional funding in the event that our cash on hand is insufficient for any additional work proposed. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Our financial statements included with this Annual Report have been prepared assuming that we will continue as a going concern. If we are not able to earn revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected. These factors raise substantial doubt that we will be able to continue as a going concern and adversely affect our ability to obtain additional financing. Our Short Operating History Makes our Business Difficult To Evaluate, Accordingly, We Have A Limited Operating History Upon Which To Base An Evaluation Of Our Business And Prospects. Our business is in the early stage of development and we have not generated any substantial revenues or profit to date. We commenced our operations in April, 2004. We are presently engaged in the development, of the Darrwin software program. Unless we are able to secure adequate funding, we may not be able to successfully continue development and market the Darrwin software product and our business will most likely fail. Because of our limited operating history, investors may not have adequate information on which they can base an evaluation of our business and prospects. To date, we have done the following: (i)Completed organizational activities;(ii)Developed a business plan;(iii)Obtained interim funding;(iv)Engaged consultants for professional services;(v)Produced an initial version of an Darrwin; and(vi)Developed an Internet website. In order to establish ourselves as a manufacturer of Darrwin software, we are dependent upon continued funding and the successful production, marketing and sales of the Darrwin software product. Failure to obtain funding for continued development and marketing would result in us having difficulty establishing sales or achieving profitability. Investors should be aware of the increased risks, uncertainties, difficulties and expenses we face as a development stage company and our business may fail and investors may lose their entire investment. We have a limited operating history upon which to base an evaluation of our business and prospects. Our business and prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and rapidly evolving markets such as electronic commerce. These risks include: the initial completion of a developed product, the demand for the companys product, the companys ability to adapt to rapid technological change, the level of product and price competition, the companys success in setting up and expanding distribution channels and whether the company can develop and market new products and control costs.  7  To address these risks, we must successfully implement our business plan and marketing strategies. We may not successfully implement all or any of our business strategies or successfully address the risks and uncertainties that we encounter. We have no history of earning revenues and there is no assurance that we will be able to generate revenues from sales or that the revenues generated will exceed the operating costs of our business. Operating Results Are Difficult To Predict, With The Result That We May Not Achieve Profitability And Our Business May Fail. Our future financial results are uncertain due to a number of factors, many of which are outside our control. These factors include: ·Our ability to successfully market Darrwin products and attract customers; ·Our ability to generate revenue through the sales of Darrwin products; ·The timing, cost and availability of other Darrwin distributors comparable to ours; ·The amount and timing of costs relating to expansion of our operations; ·The announcement or introduction of competing distributors and products of competitors; and ·General economic conditions and economic conditions specific to the internet and electronic commerce. The Company believes that it can compete favorably on these factors. However, the Company will have no control over how successful its competitors are in addressing these factors. These factors could negatively impact on our financial results, with the result that we may not achieve profitability and our business may fail. We Will Require Additional Financing And May Not Be Able To Continue Operations If Additional Financing Is Not Obtained. As of June 30, 2009, we had cash in the amount of approximately $33. Our total expenditures over the next twelve months are anticipated to be approximately $269,000, the majority of which is due to the development of our product and general, legal, accounting and administrative expenses associated with our reporting obligations under the Exchange Act. Depending on the success of our initial marketing efforts, we estimate that we will require further funding to implement an advertising campaign to establish and enhance awareness of Darrwin. The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 of our June 30, 2009 financial statements, we are in the development stage of operations, have had losses from operations since inception, and have nominal revenues and insufficient working capital available to meet ongoing financial obligations over the next fiscal year. After the twelve month period, we will require additional financing for any operational expenses and to pursue our plan of operation. We will require additional capital and financing in order to continue otherwise our business will fail. We have no agreements for additional financing and there can be no assurance that additional funding will be available to us on acceptable terms in order to enable us to complete our plan of operation.      8 We Will Rely On Our Internet Service Provider For The Operation Of Our Business, If The Quality Of Products And Services Provided By Our Internet Service Provider Falls Below A Satisfactory Standard, Our Business Could Be Harmed. We depend on our internet service provider for the following: ·     we do not own a gateway onto the internet, but instead rely on an internet service provider to connect our website to the internet; and ·     the website depends on operating system, database, and server software that has been developed, produced by third parties. We are not substantially dependent on any third party. We have no formal agreements with our internet service provider and do not anticipate any difficulty in locating another internet service provider in the event we experience any disruption in service. However, if we are unable to locate another internet service provider within a sufficient amount of time, or if the quality of products and services provided by such third parties falls below a satisfactory standard, our business could be harmed. A disruption in service, whether due to internal technical or external factors, could result in customer dissatisfaction and loss of credibility. Also, our loss of or inability to maintain or obtain upgrades to certain licensed technology could result in delays in developing our systems until equivalent technology could be identified or developed, and integrated. We Depend On Recruiting And Retaining Qualified Personnel And The Inability To Do So Would Seriously Harm Our Business. Our success is dependent in part on the services of certain key management personnel, including Derek Ward, our President, and Secretary and Treasurer. We presently do not have a management agreement with Mr. Ward. We do not have any agreements with any third parties providing services to us. The experience of our president is an important factor contributing to our success and growth and the loss of one or more of these individuals could have a material adverse effect on our company. Our future success also depends on our attracting, retaining and motivating highly skilled personnel and we may be unable to retain our key personnel or attract, assimilate or retain other highly qualified personnel in the future. We may also experience difficulty in hiring and retaining highly skilled consultants with appropriate qualifications. We are materially dependent on our financial consultant. If we are unable to retain the services of this consultant, or if we are unable to attract a qualified employee or financial consultant, we may be unable to prepare financial statements, which could cause our business to fail. Even if we invest significant resources to recruit, train and retain qualified personnel, we may not be successful in our efforts. Because Our Director Has Only Agreed To Provide Their Services On A Part-Time Basis, They May Not Be Able Or Willing To Devote A Sufficient Amount Of Time To Our Business Operations, Causing Our Business To Fail. Our director and officer is employed on a full time basis by other companies. Because we are in the early stages of our business, Mr. Ward, our President, is not expected to spend a significant amount of time on our business. Mr. Ward expects to expend approximately 20 hours per week on our business. Competing demands on their time may lead to a divergence between their interests and the interests of other shareholders. Should our business develop faster than anticipated, the officer and directors may not be able to devote sufficient time to the operation of the business to ensure that it continues as a going concern. Even if this lack of sufficient time of our management is not fatal to our existence, it may result in limited growth and success of the business.  9 A Disruption In Our Hosting Services, Whether Due To Internal Technical Or External Factors, Could Result In Customer Dissatisfaction And Loss Of Credibility. Substantially all of our communications software and hardware and computer hardware is expected to be hosted at a remote facility. The hosts systems are vulnerable to damage from earthquake, fire, floods, power loss, telecommunications failures, break-ins and similar events. Despite the hosts implementation of network security measures, its servers may also be vulnerable to computer viruses, physical or electronic break-ins, attempts by third parties deliberately to exceed the capacity of the hosts systems and similar disruptive problems. A disruption in service, whether due to internal technical or external factors, could result in customer dissatisfaction and loss of credibility. We do not have property and business interruption insurance to compensate for losses that may occur resulting from such problems. We May Become Liable For Defects Or Licensing Issues That Arise In The Darrwin Software And This Could Negatively Affect Our Business. Since we plan to sell the Darrwin software through our website and on CD-Rom, we may become liable for any defects that exist in the Darrwin software, or any licensing issues that may arise, such as, but not limited to, patent and copyright disputes. If we are deemed to be liable for any defects or licensing issues, this will have a material adverse impact on our financial condition and results of operation. Because We Are Significantly Smaller And Less Established Than Other Distributors of, We May Lack The Financial Resources Necessary To Compete Effectively And Sustain Profitability. Our future success depends on our ability to compete effectively with other distributors of products similar to the Darrwin software product. Many of these competitors are more established, offer more products, services and features, have a greater number of clients, locations, and employees, and also have significantly greater financial, technical, marketing, public relations, name recognition, and other resources than we have. While our objective is to continue to develop our products, if we do not compete effectively with current and future competitors, we may not generate enough revenue to be profitable. Any of these factors could cause our stock price to decline and result in investors losing a portion or all of their investment. Increased competition may result in increased operating costs and the inability to generate revenues, any one of which could materially adversely affect our business, results of operations and financial condition. Many of our current and potential competitors have significantly greater financial, marketing, customer support, technical and other resources than us. As a result, such competitors may be able to attract potential customers away from us, and they may be able to devote greater resources to the development and promotion of their products than we can. We Do Not Intend To Pay Dividends In The Near Future. Our board of directors determines whether to pay dividends on our issued and outstanding shares. The declaration of dividends will depend upon our future earnings, our capital requirements, our financial condition and other relevant factors. Our board does not intend to declare any dividends on our shares for the foreseeable future.     10  Because Our Stock Is A Penny Stock, Stockholders Will Be More Limited In Their Ability To Sell Their Stock. The shares of our common stock constitute penny stocks under the Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. The classification as a penny stock makes it more difficult for a broker/dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker/dealer engaged by the purchaser for the purpose of selling his or her shares will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than having to comply with these rules, some broker-dealers will refuse to attempt to sell a penny stock. The "penny stock" rules adopted by the SEC under the Exchange Act subjects the sale of the shares of our common stock to certain regulations which impose sales practice requirements on broker/dealers. For example, brokers/dealers selling such securities must, prior to effecting the transaction, provide their customers with a document that discloses the risks of investing in such securities. Included in this document are the following: (i)the bid and offer price quotes in and for the "penny stock", and the number of shares to which the quoted prices apply;(ii)the brokerage firm's compensation for the trade; and(iii)the compensation received by the brokerage firm's sales person for the trade. In addition, the brokerage firm must send the investor: (i)a monthly account statement that gives an estimate of the value of each "penny stock" in the investor's account; and(ii)a written statement of the investor's financial situation and investment goals. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading. Generally, brokers may be less willing to execute transactions in securities subject to the penny stock rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Legal remedies, which may be available to you as an investor in "penny stocks", are as follows: (i)if "penny stock" is sold to you in violation of your rights listed above, or other federal or states securities laws, you may be able to cancel your purchase and get your money back.(ii)if the stocks are sold in a fraudulent manner, you may be able to sue the persons and firms that caused the fraud for damages.(iii)if you have signed an arbitration agreement, however, you may have to pursue your claim through arbitration.    11  If the person purchasing the securities is someone other than an accredited investor or an established customer of the broker/dealer, the broker/dealer must also approve  the potential customer's account by obtaining information concerning the customer's financial situation, investment experience and investment objectives. The broker/dealer must also make a determination whether the transaction is suitable for the customer and whether the customer has sufficient knowledge and experience in financial matters to be reasonably expected to be capable of evaluating the risk of transactions in such securities. Accordingly, the SEC's rules may limit the number of potential purchasers of the shares of our common stock. Because Our Director And Officer Owns The Majority Of Our Company's Common Stock, He Has The Ability To Override The Interests Of The Other Stockholders. Our President owns 51.62 % of our outstanding common stock and serves as our Officer. Investors may find the corporate decisions influenced by our President are inconsistent with the interests of other stockholders. Sale of investors shares may be difficult or impossible as we only recently commenced trading on the Over the Counter Bulletin Board. Though we are listed for a quotation on the Over the Counter Bulletin Board, buyers may be insufficient in numbers to allow for a robust market, and it may prove impossible to sell your shares. Our common stock has no prior market and resale of your shares may be difficult without considerable delay or impossible. Enforcement Of Legal Process May Be Difficult. All members of our Board of Directors and management reside in Canada. As well, our head office is located in Canada. Accordingly, service of process upon individuals related to us may be difficult or impossible to obtain within the United States. In addition, because all of our assets are located outside of the United States, any judgment obtained in the United States against us may not be collectible within the United States. Our Business Is Exposed To Foreign Currency Fluctuations Causing Negative Changes In Exchange Rates To Result In Greater Costs. A portion of our revenue, expenses and capital spending will be transacted in Canadian dollars. We do not have a foreign currency hedging program in place. Due to the unpredictable behavior of foreign currency exchange rate fluctuations we cannot assure that this will not have a material adverse impact on our financial condition and results of operation. Our Auditors Have Expressed Substantial Doubt About Our Ability To Continue As A Going Concern. The accompanying financial statements have been prepared assuming that we will continue as a going concern. As discussed in Note 1 to the financial statements, we were recently incorporated on April 14, 2004, and we do not have a history of earnings, and as a result, our auditors have expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations. Such financings may not be available or may not be available on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.    12   ITEM 2.     DESCRIPTION OF PROPERTY. The mailing address of our business is, 355 Galbraith Close Edmonton AB, Canada,  our president has arranged office space for us at no charge. The cost of the donated premises is valued at $0 per month on our financial statements. We rent web space on the Internet at http://www.darrwin-travel.com from our hosting provider Network Solutions for $15 per month. We own the mentioned Internet domain name providing we pay the ongoing annual fees of approximately $25 per year. We have no mortgage or lien on any of our property. Our office space is approximately 200 sq. ft. and contains a desk, chair, computer,  printer, facsimile machine and a server. Our property is adequate, suitable, has enough capacity to operate our business and is in good condition. We own no real estate holdings and we have no policy to acquire assets for possible capital gain or income. ITEM 3.     LEGAL PROCEEDINGS. None. ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. PART II ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. Market Information Our common stock is currently quoted on the OTC Bulletin Board under the symbol EMLV.  QUARTERHIGH ($)LOW ($)1st Quarter 2008$0$02nd Quarter 2008$0$03rd Quarter 2008$0$0 Holders of Common Stock As of June 30, 2009, there were 37 registered shareholders of our common stock. Dividends We have not declared any dividends on our common stock since our inception. There are no dividend restrictions that limit our ability to pay dividends on our common stock in our Articles of Incorporation or bylaws. Chapter 78 of the Nevada Revised Statutes (the NRS), does provide certain limitations on our ability to declare dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring dividends where, after giving effect to the distribution of the dividend: (a)   we would not be able to pay our debts as they become due in the usual course of business; or except as may be allowed by our Articles of Incorporation, our total assets would be less than the sum of our total liabilities plus the amount that would be needed, if we were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders who may have preferential rights and whose preferential rights are superior to those receiving the distribution. 13   Recent Sales Of Unregistered Securities As of June 30, 2009 we have sold 10,086,662 shares of unregistered securities. All of these 10,086,662 shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933 and were sold to Canadian residents. The shares include the following: 1.   On May 7, 2004, we issued 5,000,000 shares of common stock at a price of $0.001 per share for cash proceeds of $5,000 to our President (the funds from this offering were received by, May 7, 2004.; and 2.   Between May 8, 2004 and November 30, 2004 we issued 4,519,996 shares of common stock to 39 non-affiliate Canadian residents at a price of $0.015 per share for cash proceeds of $61,800 3.    On December 19, 2009 we sold 500,000 shares of our common stock at $0.05 per share for      cash proceeds of $25,000  ITEM 6. SELECTED FINANCIAL DATA.  Statement of Operations Information:  Year Ended June 30, 2009Year Ended June 30, 2008Revenues$0$0Gross profit00Total Operating Expenses30,48915,766Net income (loss)(30,489)(15,766)Income (loss) per share (basic and diluted)(0.00)(0.00Weighted average shares of common stock outstanding
(basic and diluted)10,086,6629,586,662  Balance Sheet Information:


|                               |               |               |  |          | 
|------------------------------ | ------------- | ------------- |  | -------- | 
|                               | June 30, 2009 | June 30, 2008 | 
|Working capital                | $             | 0             |  | 0        | 
|Total assets                   |               | 33            |  |          | 
|Total liabilities              |               | 49,029        |  | 43,507   | 
|Accumulated Deficit            |               | 147,296       |  | 116,807  | 
|Stockholders equity (deficit) |               | (48,996)      |  | (43,507) | 

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. FORWARD-LOOKING STATEMENTS Certain statements contained in this Management's Discussion and Analysis or Plan of Operation and other sections of this Annual Report constitute "forward-looking statements". These statements, identified by words such as plan, "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy.   14  These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. We advise you to carefully review the reports and documents we file from time to time with the SEC, particularly our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. PLAN OF OPERATION Financial Plan As of June 30, 2009 we had a cash balance $33 and have earned no revenue from operations. Since our inception on April 14, 2004 to June 30, 2009 we have raised $96,800in equity financing via distributions of unregistered securities to Canadian investors using exemptions provided under Regulation S and under British Columbia, Alberta and Saskatchewan Multilateral Instrument 45-103 Part 2 in Canada. Additionally, we have received loans totaling $36,529 from our president. During the next twelve months we will need additional funds and we are seeking these additional funds via, private placements or loans from our sole officer and director or current shareholders or potentially an initial public offering. No arrangements for additional funds have been completed. Website Development Plan To assist in marketing of our product, our plan includes the development of a Marketing web site, which we commenced construction of this component on October 16, 2006 and was posted online in May 2007 with all components of the website functioning properly. The cost associated with the website was approximately $1,950. Our Marketing web site incorporates information about ourselves and our product. We will continue researching possible locations for a suitable test site for our software program.  Our test site will allow potential customers the ability to tryout the features and usability of our software prior to purchasing.  We have identified the environment and method for developing the software test, and have identified companies or individuals that have the ability to complete such a software test site. We have estimated the cost of our test site to be $5,000, bringing our total cost of website development to $6,950. Currently, this site is not functioning, due to ongoing upgrades to the Darrwin software program. Website Hosting Plan Our website is hosted by Network Solutions and will be charging us $15 per month to host our website. Over the next twelve months the cost of hosting our website will be $180. Accounting and Audit Plan We intend to continue to have our outside consultant assist in the preparation of our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor. Our outside consultant charges us $1,000 to assist in the preparation of our quarterly financial statements and $2,500 to assist in the preparation of our annual financial statements. Our independent auditor charges us approximately $2,000 to review our quarterly financial statements and approximately $7,500 to audit our annual financial statements. In the next twelve months, we anticipate spending approximately $19,000 to pay for our accounting and audit requirements.   15  Plan of Operation On, we filed our SB-2 with the SEC and became a reporting company upon the SB-2 being effective. As a result, we will continue to file documents with the US Securities and Exchange Commission on a quarterly basis. We expect to incur filing costs of approximately $750 per quarter to support our quarterly and annual filings. During the next 12 months, our business plan is to continue to develop, maintain and promote Darrwin to earn revenues from its sales. We anticipate that any additional funding will come from equity financing from the sale of our common stock. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to continue the transition into Darrwin. In the absence of such financing, our business will fail. We are presently in the development stage of our business and we can provide no assurance that we will be able to generate revenues from sales or that the revenues generated will exceed the operating costs of our business. We have no employees as of June 30, 2009. We will conduct our business largely through agreements with consultants and arms-length third parties. We do not intend to hire any employees over the next twelve months. Over the next twelve months, we plan to complete the following objectives within the time periods specified, subject to our obtaining any additional funding. Due to our lack of operating history and present inability to generate revenues, our auditors have stated their audit report included in our audited financial statements for the year ended June 30, 2009 that there currently exists substantial doubt about our ability to continue as a going concern. We anticipate that we will incur over the next twelve months the following expenses: Category Planned Expenditures Over
The Next 12 Months (US$)  Legal and Accounting Fees                                                   $24,000 Office Expenses                                                                       $5,000 Software development                                                         $235,000 Demonstration website                                                        $5,000 TOTAL                                                                                $269,000 Our total expenditures over the next twelve months are anticipated to be approximately $269,000. Our cash on hand as of June 30, 2009 is $33 We do not have insufficient cash on hand to pay the costs of marketing the Darrwin and its initial production. , we will require additional financing in order to proceed with any additional work, marketing and initial manufacturing. RESULTS OF OPERATIONS For the period from inception on April 14, 2004 to June 30, 2009, we have not earned any operating revenue. We had an accumulated net loss of $since inception. We incurred total expenses of $147,296 since inception.    16  We have not earned any substantial revenues since inception. We do not anticipate earning revenues until such time as we complete further development, marketing and production of the Darrwin software program. We are presently in the development stage of our business and we can provide no assurance that we will be able to generate revenues from sales of our product or that the revenues generated will exceed the operating costs of our business. We anticipate our operating expenses will increase as we undertake our plan of operation. The increase will be attributable to our continuing development, promotion and production of our Darrwin software program and any costs associated with the transition into Darrwin. We anticipate our ongoing operating expenses will also increase as a result of our ongoing reporting requirements under the Exchange Act. Net Loss We incurred a loss in the amount of $147,296 for the period from inception to June 30, 2009. Our loss was attributable to the costs of operating expenses which primarily consisted of professional fees paid in connection with preparing and filing our Registration Statement on Form SB-2 and the amendments thereto. Liquidity and Capital Resources Working CapitalAt June 30, 2009At June 30, 2008Current Assets33-Current Liabilities49,02943,507Working Capital (Deficit)48,996(43,507)  Cash FlowsYear Ended June3020092008Cash Flows Used In Operating Activities(30,489)(15,766)Cash Flows Used In Investing Activities--Cash Flows Provided By Financing Activities25,529-Net Increase/ Decrease In Cash During Period33(9,759) As at June 30, 2009, we had cash of $33 and a working capital deficit of $48,996.  In addition, once we have completed our twelve month plan for developing and marketing our products, depending on the success of our initial marketing efforts, we will require additional funds to implement an advertising campaign to establish and enhance awareness of the Darrwin software program. The decreases in our working capital at June 30, 2009 from our year ended June 30, 2008 are primarily a result of the decreased proceeds from issuance of common stock. The decrease in our cash used during the period ended on June 30, 2009, from the comparable periods of the preceding fiscal years are due to our professional fees related to the professional fees paid in connection with preparing and filing our Registration Statement on Form SB-2 and the amendments thereto and from the fact that we had no significant revenue on June 30, 2009.   17   Future Financings As of June 30, 2009, we had cash on hand of $33. Since our inception, we have used our common stock and loans from our President to raise money for our operations and for our acquisition. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our auditors stated in their report to our audited financial statements for the year ended June 30, 2009, that there is substantial doubt that we will be able to continue as a going concern. We have no revenues to date from our inception. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any of additional sales of our equity securities or arrange for debt or other financing for to fund our planned business activities. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources CRITICAL ACCOUNTING POLICIES The preparation of financial statements in conformity with generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to the audited financial statements included in this Annual Report. Property and Equipment Property and equipment is recorded at cost and was being amortized on a straight-line basis over the estimated life of two years. Long-Lived Assets In accordance with Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.      18  Revenue Recognition The Company recognizes revenue from the sale of pre-packaged software products in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 104 (SAB 104), Revenue Recognition in Financial Statements. Revenue consists of the sale of pre-packaged software products and is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the product is shipped, and collectibility is reasonably assured. Website Development Costs The Company recognizes the costs associated with developing a website in accordance with the American Institute of Certified Public Accountants (AICPA) Statement of Position (SOP) No. 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Relating to website development costs the Company follows the guidance pursuant to the Emerging Issues Task Force (EITF) No. 00-2, Accounting for Website Development Costs. Costs associated with the website consist primarily of website development costs paid to a third party. These capitalized costs are amortized based on their estimated useful life over three years. Internal costs related to the development of website content will be charged to operations as incurred. RECENT ACCOUNTING PRONOUNCEMENTS In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, Accounting Changes and Error Corrections  A Replacement of APB Opinion No. 20 and SFAS No. 3. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position. In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary Assets  An Amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position.    19 In December 2004, the FASB issued Statement of Financial Accounting Standard (SFAS) No. 123R, Share Based Payment. SFAS 123R is a revision of SFAS No. 123 Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and its related implementation guidance. SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of those equity instruments. SFAS 123R focuses primarily on the accounting for transactions in which an entity obtains employees services in share-based payment transactions. SFAS 123R requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award  the requisite service period (usually the vesting period). SFAS 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS 123R in the first interim or annual reporting period that begins after December 15, 2005. The adoption of this standard is not expected to have a material effect on the Companys results of operations or financial position. In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 (SAB 107) to give guidance on the Implementation of SFAS 123R. The Company will consider SAB 107 during implementation of SFAS 123R. of this uncertainty.  ITEM 7A. QUANATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK.  We do not hold any derivative instruments and do not engage in any hedging activities. Because most of our purchases and sales will made in Canadian dollars, any exchange rate change affecting the value of the in Canadian dollar relative to the U.S. dollar could have an effect on our financial results as reported in U.S. dollars. If the in Canadian dollar were to depreciate against the U.S. dollar, amounts reported in U.S. dollars would be correspondingly reduced. If the in Canadian dollar were to appreciate against the U.S. dollar, amounts reported in U.S. dollars would be correspondingly increased.            20   ITEM 8.     FINANCIAL STATEMENTS.    CONTENTS


|                                                           |      
|---------------------------------------------------------- | -----
|                                                           | Page 
|                                                           |      
|Report of Independent Registered Public Accounting Firm    | F2   
|                                                           |      
|Consolidated Balance Sheet                                 | F3   
|                                                           |      
|Consolidated Statements of Operations                      | F4   
|                                                           |      
|Consolidated Statement of Changes in Stockholders' Deficit | F5   
|                                                           |      
|Consolidated Statements of Cash Flows                      | F6   
|                                                           |      
|Notes to Consolidated Financial Statements                 | F7-15

Report of Independent Registered Public Accounting Firm    To The Shareholders and Board of Directors of Empirical Ventures, Inc.  We have audited the accompanying consolidated balance sheets of Empirical Ventures, Inc. (a Development Stage Company) as of June 30, 2009 and 2008 and the related consolidated statements of operations, changes in consolidated stockholders equity and cash flows for the years ended June 30, 2009 and 2008, and the period of April 14, 2004 (inception) through June 30, 2009. These consolidated financial statements are the responsibility of the Companys management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provided a reasonable basis for our opinion.  In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Empirical Ventures, Inc. as of June 30, 2009 and 2008, and the results of its operations and its cash flows for the years ended June 30, 2009, and 2008 the period from April 14, 2004 (inception) through June 30, 2009, in conformity with accounting principles generally accepted in the United States.  The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern.  As more fully described in Note 1, the Companys need to seek new sources or methods of financing or revenue to pursue its business strategy, raise substantial doubt about the Companys ability to continue as a going concern. Managements plans as to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.   /s/ Jewett, Schwartz, Wolfe & Associates  Jewett, Schwartz, Wolfe & Associates  Hollywood, Florida November 11, 2009      F2   EMPIRICAL VENTURES, INC.(A Development Stage Company)CONSOLIDATED BALANCE SHEETS


|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|---------------------------------------------- | ------------------------------------------------------------- | ------------------------------------------- |  |  |  | --------- | ------------------------- | --------------------------- | -------------------------- | -------------------------
|                                               |                                                               |                                             |  |  |  |           |                           |                             | June 30,                   | June 30,                 
|                                               |                                                               |                                             |  |  |  |           |                           |                             | 2009                       | 2008                     
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|ASSETS                                         |                                                              
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|Current Assets                                 |                                                               |                                             |  |  |  |           |                           |                            
|                                               | Cash                                                          |                                             |  |  |  |           |                           | $                      33   | $                       - 
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|                                               |                                                               | Total Current Assets                        |  |  |  |           |                           | 33                          | -                         
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|                                               |                                                               | Total Assets                                |  |  |  |           |                           |                             | $                      33  | $                       -
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |                                                              
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|Current Liabilities                            |                                                               |                                             |  |  |  |           |                           |                            
|                                               | Bank overdraft                                                |                                             |  |  |  |           |                           | $                         - | $                        7
|                                               | Accounts payable and accrued expenses                         |                                             |  |  |  | 12,500    | 7,500                    
|                                               | Related party loan payable                                    |                                             |  |  |  |           | 36,529                    | 36,000                     
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|                                               |                                                               | Total Current Liabilities                   |  |  |  |           |                           | 49,029                      | 43,507                    
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|Commitments and Contingencies                  |                                                               |                                             |  |  |  |           |                          
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|Stockholders' Deficit                          |                                                               |                                             |  |  |  |           |                          
|                                               | Preferred stock, $.001 par value 10,000,000 shares authorized |                                             |  |  | 
|                                               | no shares issued and outstanding                              |                                             |  |  |  | -         | -                        
|                                               | Common stock, $.001 par value 50,000,000 shares authorized    |                                             |  |  | 
|                                               |                                                               | 10,086,662 shares issued and outstanding    |  |  |  |           | 10,087                    | 9,587                      
|                                               | Additional paid-in capital                                    |                                             |  |  |  |           | 88,213                    | 63,713                     
|                                               | Deficit accumulated during the development stage              |                                             |  |  |  | (147,296) | (116,807)                
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|                                               |                                                               | Total Stockholders' Deficit                 |  |  |  |           | (48,996)                  | (43,507)                   
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          
|                                               |                                                               | Total Liabilities and Stockholders' Deficit |  |  |  |           | $                      33 | $                       -  
|                                               |                                                               |                                             |  |  |  |           |                           |                             |                            |                          

F-3   EMPIRICAL VENTURES, INC.(A Development Stage Company)STATEMENTS OF OPERATIONS


|                                             |                                     |                          |                     |                     |               |                 
|-------------------------------------------- | ----------------------------------- | ------------------------ | ------------------- | ------------------- | ------------- | ----------------
|                                             |                                     |                          |                     | For the Year        | For the Year  | For the Period  
|                                             |                                     |                          |                     | Ended               | Ended         | from April 14,  
|                                             |                                     |                          |                     | June 30, 2009       | June 30, 2008 | 2004 (inception)
|                                             |                                     |                          |                     |                     |               | to June 30, 2009
|                                             |                                     |                          |                     |                     |               |                 
|REVENUES                                     |                                     | $                 -      | $                 - | $                 -
|                                             |                                     |                          |                     |                     |               |                 
|OPERATING EXPENSES                           |                                     |                          |                    
|                                             |                                     |                          |                     |                     |               |                 
|                                             | General and administrative expenses | 30,489                   | 15,766              | 140,796            
|                                             | Impairment of intangible asset      | -                        | -                   | 6,500              
|                                             |                                     |                          |                     |                     |               |                 
|                                             |                                     | Total operating expenses | 30,489              | 15,766              | 147,296      
|                                             |                                     |                          |                     |                     |               |                 
|Net loss before provision for income taxes   | (30,489)                            | (15,766)                 | (147,296)          
|                                             |                                     |                          |                     |                     |               |                 
|Provision for income taxes                   | -                                   | -                        | -                  
|                                             |                                     |                          |                     |                     |               |                 
|Net loss                                     |                                     | (30,489)                 | (15,766)            | (147,296)          
|                                             |                                     |                          |                     |                     |               |                 
|Weighted average common shares outstanding - |                                     |                          |                    
|                                             | Basic and diluted                   | 10,086,662               | 9,586,662           | 10,086,662         
|                                             |                                     |                          |                     |                     |               |                 
|Net loss per share  basic and diluted       | $         (0.00)                    | $         (0.00)         | $          (0.01)  

F-4


|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|----------------------------------- | ------------------------------------------------------- | ---------------------------- | ---------------------------- | ------------------------ | ----------------------- | ------------------------- | --------------------------- | -------------
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|                                    |                                                         | Preferred Stock              | Common Stock                 |                          |                         |                          
|                                    |                                                         | 10,000,000 shares authorized | 50,000,000 shares authorized | Additional               |                         | Total                    
|                                    |                                                         | Shares                       | Par Value                    | Shares                   | Par Value               | Paid-in                   | Accumulated                 | Shareholders'
|                                    |                                                         | Issued                       | $.001 per share              | Issued                   | $.001 per share         | Capital                   | Deficit                     | Equity       
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|BALANCE, APRIL 14, 2004 (INCEPTION) | -                                                       | $                      -     | -                            | $                      - | $                     - | $                       - | $                         -
|                                    | Founders shares issued at par value                     | -                            | -                            | 5,000,000                | 5,000                   | -                         | -                           | 5,000        
|                                    | Common shares issued at $0.015 per share                | -                            | -                            | 3,820,000                | 3,820                   | 53,480                    | -                           | 57,300       
|                                    | Common shares issued at $0.015 per share                | -                            | -                            | 100,000                  | 100                     | 1,400                     | -                           | 1,500        
|                                    | Net loss                                                | -                            | -                            | -                        | -                       | -                         | (8,610)                     | (8,610)      
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|BALANCE, JUNE 30, 2004              | -                                                       | $                      -     | 8,920,000                    | $                 8,920  | $             54,880    | $               (8,610)   | $                  55,190  
|                                    | Cancellation of common shares issued at
$.015 per share | -                            | -                            | (100,000)                | (100)                   | (1,400)                   | -                           | (1,500)      
|                                    | Common shares issued at $.015 per share                 | -                            | -                            | 766,662                  | 767                     | 10,233                    | -                           | 11,000       
|                                    | Net loss                                                | -                            | -                            | -                        | -                       | -                         | (40,176)                    | (40,176)     
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|BALANCE, JUNE 30, 2005              | -                                                       | $                      -     | 9,586,662                    | $                 9,587  | $             63,713    | $             (48,786)    | $                  24,514  
|                                    | Net loss                                                | -                            | -                            | -                        | -                       | -                         | (19,302)                    | (19,302)     
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|BALANCE, JUNE 30, 2006              | -                                                       | $                      -     | 9,586,662                    | $                 9,587  | $             63,713    | $             (68,088)    | $                    5,212 
|                                    | Net loss                                                | -                            |                              | -                        | -                       | -                         | (32,953)                    | (32,953)     
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|BALANCE, JUNE 30, 2007              | -                                                       | $                      -     | 9,586,662                    | $                 9,587  | $             63,713    | $           (101,041)     | $                (27,741)  
|                                    | Net loss                                                | -                            | -                            | -                        | -                       | -                         | (15,766)                    | (15,766)     
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|BALANCE, JUNE 30, 2008              | -                                                       | $                      -     | 9,586,662                    | $                 9,587  | $             63,713    | $           (116,807)     | $                (43,507)  
|                                    | Common shares issued at $.05 per share                  | -                            | -                            | 500,000                  | 500                     | 24,500                    | -                           | 25,000       
|                                    | Net Loss                                                | -                            | -                            | -                        | -                       | -                         | (30,489)                    | (30,489)     
|                                    |                                                         |                              |                              |                          |                         |                           |                             |              
|BALANCE, JUNE 30, 2009              | -                                                       | $                      -     | 10,086,662                   | $               10,087   | $             88,213    | $           (147,296)     | $                (48,996)  

F-5 EMPIRICAL VENTURES, INC.(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWS


|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|---------------------------------------------------- | -------------------------------------------------- | -------------------------------------- | --------------------------------- | -------------------------------------- | ----------------------------------- | ----------------------------------- | ------------- | ----------------
|                                                     |                                                    |                                        |                                   |                                        |                                     | Twelve Months                       | Twelve Months | For the Period  
|                                                     |                                                    |                                        |                                   |                                        |                                     | Ended                               | Ended         | from April 14,  
|                                                     |                                                    |                                        |                                   |                                        |                                     | June 30, 2009                       | June 30, 2008 | 2004 (inception)
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               | to June 30, 2009
|Cash Flows From Operating Activities                 |                                                    |                                        |                                   |                                       
|                                                     | Net loss                                           |                                        |                                   |                                        | $                          (30,489) | $                      (15,766)     | (147,296)    
|                                                     |                                                    | Impairment of intangible asset         |                                   |                                        | -                                   | 6,500                              
|                                                     | Changes in current assets and current liabilities: |                                        |                                   |                                       
|                                                     |                                                    | Accounts payable and accrued expenses  |                                   | 5,000                                  | -                                   | 22,500                             
|                                                     |                                                    | Technology purchase payable            |                                   | -                                      | -                                   | -                                  
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Net Cash (Used In) Operating Activities              |                                                    | (25,489)                               | (15,766)                          | (118,296)                             
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Cash Flows From Investing Activities                 |                                                    |                                        |                                   |                                       
|                                                     | Payment for technology rights                      |                                        |                                   | -                                      |                                     | (15,000)                           
|                                                     | Bank overdraft                                     |                                        |                                   |                                        | (7)                                 | 7                                   | -            
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Net Cash  Provided by (Used In) Investing Activities | (7)                                                | 7                                      | (15,000)                         
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Cash Flows From Financing Activities:                |                                                    |                                        |                                   |                                       
|                                                     | Proceeds from related party loans                  |                                        | 529                               | 6,000                                  | 36,529                             
|                                                     | Proceeds from the issuance of common stock         |                                        | 25,000                            | -                                      | 96,800                             
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Net Cash Provided By Financing Activities            |                                                    | 25,529                                 | 6,000                             | 133,329                               
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Increase (Decrease) in Cash and Cash Equivalents     |                                                    | 33                                     | (9,759)                           | 33                                    
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Cash and Cash Equivalents, Beginning of Period       |                                                    | -                                      | 9,759                             | -                                     
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Cash and Cash Equivalents, End of Period             |                                                    | $                                   33 | $                               - | $                                33   
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 
|Supplemental Disclosure of Cash Flow Information:    |                                                    |                                        |                                  
|                                                     | Cash paid for interest                             |                                        |                                   | $                                    - | $                               -   | $                                 -
|                                                     | Cash paid for income taxes                         |                                        |                                   | $                                    - | $                               -   | $                                 -
|                                                     |                                                    |                                        |                                   |                                        |                                     |                                     |               |                 

F-6     EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  NOTE 1 - NATURE OF OPERATIONS  Organization  Empirical Ventures, Inc. (the Company) was incorporated in Nevada on April 14, 2004.  The Company a development stage company. The Companys plan is to commercialize an enterprise and related software applications. The Company is in the early stages of the software application and infrastructure build out, and has not as yet engaged in revenue producing activities.  The Company will provide products and services to enable the travel and tourism industries to more effectively manage all travel and tourism related services.  The Companys objective is to complete development and pre-marketing activities and to actively market and support a commercial product and to earn revenues from the travel and tourism industries or other related organizations worldwide via the Internet from the Companys website.  Going Concern  The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $30,489 for the year ended June 30, 2009; and a net accumulated loss of $ 147,296 for the period from April 14, 2004 (inception) to June 30, 2009. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of an online office service.  Management has plans to seek additional capital through a private placement and public offering of its common stock. These factors raise substantial doubt that the Company will be able to continue as a going concern.  Management's plans for the continuation of the Company as a going concern include financing the Company's operations through issuance of its common stock. If the Company is unable to complete its financing requirements or achieve revenue as projected, it will then modify its expenditures and plan of operations to coincide with the actual financing completed and actual operating revenues. There are no assurances, however, with respect to the future success of these plans.  Unless otherwise indicated, amounts provided in these notes to the financial statements pertain to continuing operations. The Company is not currently earning any revenues      F-7      EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation  These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States and are expressed in United States (US) dollars. The Company has not produced any revenue from its principal business and is an exploration stage company as defined by the Statement of Financial Accounting Standards (SFAS) No. 7. Accounting and Reporting by Development Stage Enterprises.  Principles of Consolidation  The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Empirical Ventures Ltd., (EVL), a Company incorporated under the Company Act of British Columbia on May 13, 2004.  All inter-company transactions have been eliminated.  Use of Estimates  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of these financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.  Cash and Cash Equivalents  Cash and cash equivalents consist of cash and highly liquid investments with original maturities of three months or less.  Impaired Asset Policy  The Company periodically reviews its long-lived assets when applicable to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable, pursuant to guidance established in SFAS 144, "Accounting for the Impairment or Disposal of Long-lived Assets". The Company determines impairment by comparing the undiscounted future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value. During the year ended June 30, 2009, the Company determined that the carrying F-8   EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  amount of the License purchased were in excess of its estimated fair value and recognized an impairment loss on intangible asset costs of $0.  Start-up Expenses  The Company has adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the Costs of Start-up Activities," which requires that costs associated with start-up activities be expensed as incurred. Accordingly, start-up costs associated with the Company's formation have been included in the Company's general and administrative expenses for the period from inception on April 14, 2004 to June 30, 2009.  Foreign Currency Translation  The Companys functional currency is the Canadian dollar as substantially all of the Companys operations are in Canada.  The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with the SFAS No. 53 Foreign Currency Translation.  Assets and liabilities that are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.  Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income statement account in Consolidated Stockholders Equity, if applicable. There were no translation adjustments as of June 30, 2009.  Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  If applicable, exchange gains and losses are included in other items on the Consolidated Statements of Operations. There were no exchange gains or losses as of June 30, 2009.  Loss per Share  The Company computed basic and diluted loss per share amounts for June 30, 2009 pursuant to the SFAS No. 128, Earnings per Share.  There are no potentially dilutive shares outstanding and, accordingly, dilutive per share amounts have not been presented in the accompanying statements of operations.     F-9    EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009   Fair Value of Financial Instruments  SFAS No. 107, Disclosures about Fair Value of Financial Instruments, requires disclosures of information regarding the fair value of certain financial instruments for which it is practicable to estimate the value.  For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale of liquidation.  The company accounts for certain assets and liabilities at fair value. The hierarchy below lists three levels of fairvalue based on the extent to which inputs used in measuring fair value are observable in the market. We categorize each of our fair value measurements in one of these three levels based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are: Level 1inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. Our Level 1 non-derivative investments primarily include domestic and international equities, U.S. treasuries, exchange-traded mutual funds, and agency securities. Our Level 1 derivative assets and liabilities include those traded on exchanges. Level 2inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. the Black-Scholes model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and forward and spot prices for currencies and commodities. Our Level 2 non-derivative investments consist primarily of corporate notes and bonds, foreign government bonds, mortgage-backed securities, commercial paper, and certain agency securities. Our Level 2 derivative assets and liabilities primarily include certain over-the-counter options, futures, and swap contracts. Level 3inputs are generally unobservable and typically reflect managements estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. Our Level 3 non-derivative assets primarily comprise investments   F-10      EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  in certain corporate bonds. We value these corporate bonds using internally developed valuation models, inputs to which include interest rate curves, credit spreads, stock prices, and volatilities. Unobservable inputs used in these models are significant to the fair values of the investments. Our Level 3 derivative assets and liabilities primarily comprise derivatives for foreign equities. In certain cases, market-based observable inputs are not available and we use management judgment to develop assumptions to determine fair value for these derivatives. Comprehensive Loss  SFAS No.130, Reporting Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements.  As of June 30, 2009 the Company has no items that represent comprehensive loss and therefore, has not included a schedule of comprehensive loss in financial statements.  Income Taxes  Income taxes are recognized in accordance with SFAS 109, "Accounting for Income Taxes", whereby deferred income tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. A valuation allowance is recognized on deferred tax assets when it is more likely than not that some or all of these deferred tax assets will not be realized.  Recent Accounting Pronouncements  Recent accounting pronouncements that the Company has adopted or will be required to adopt in the future are summarized below.  Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  In June 2009, the Financial Accounting Standards Board issued Statement FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS No. 168).  SFAS No. 168 will become the single source of authoritative nongovernmental U.S. generally accepted accounting principles (GAAP), superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF), and related accounting literature.  SFAS No.      F11   EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115 (SFAS No. 159). SFAS No. 159 allows companies to measure many financial instruments and certain other items at fair value. SFAS No. 159 will become effective for the Company beginning in fiscal 2009. The Company is currently evaluating what effects the adoption of SFAS No. 159 will have on the Companys future results of operations and financial condition.  In June 2008, the FASB issued FSP Emerging Issues Task Force (EITF) Issue No. 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. The FSP addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method. The FSP affects entities that accrue dividends on share-based payment awards during the awards service period when the dividends do not need to be returned if the employees forfeit the award. This FSP is effective for fiscal years beginning after December 15, 2008. The Company is currently assessing the impact of FSP EITF 03-6-1 on its consolidated financial position and results of operations.  In June 2008, the FASB ratified EITF Issue No. 07-5, "Determining Whether an Instrument (or an Embedded Feature) Is Indexed to an Entity's Own Stock" (EITF 07-5).  EITF 07-5 provides that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions.  It also clarifies on the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation.  EITF 07-5 is effective for fiscal years beginning after December 15, 2008.  The Company is currently assessing the impact of EITF 07-5 on its consolidated financial position and results of operations.  In May 2008, the FASB issued FSP Accounting Principles Board (APB) Opinion No. 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). The FSP clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion.  The FSP requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer's nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized.  The FSP requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in our consolidated statement of operations.  The FSP requires retrospective application to the terms of instruments as they existed for all periods presented.  The FSP is effective for us as of January 1, 2009 and early adoption is not permitted.  The Company is currently evaluating the potential impact of FSP APB 14-1 upon its consolidated financial statements.      F-12   EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  168 reorganizes the thousands of GAAP pronouncements into roughly 90 accounting topics and displays them using a consistent structure.  Also included is relevant Securities and Exchange Commission guidance organized using the same topical structure in separate sections.  SFAS No. 168 will be effective for financial statements issued for reporting periods that end after September 15, 2009.  This statement had an impact on the Companys financial statements since all references to authoritative accounting literature have been referenced in accordance with SFAS No. 168.  Subsequent Events  In May 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 165, Subsequent Events (SFAS No. 165) This Statement establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  It requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date and is effective for interim and annual periods ending after June 15, 2009. The Company has adopted SFAS No. 165 and it did not have a material effect on its consolidated financial statements. Interim Disclosure about Fair Value of Financial Instruments In April 2009, the FASB issued FASB Staff Position FSP No. SFAS 107-1 and Accounting Principles Board (APB) 28-1, Interim Disclosures about Fair Value of Financial Instruments.  This FSP amends SFAS No. 107 to require disclosures about fair values of financial instruments for interim reporting periods as well as in annual financial statements.  The FSP also amends Accounting Principles Board Opinions APB Opinion No. 28 to require those disclosures in summarized financial information at interim reporting periods. This FSP becomes effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The Company has adopted FSP No. SFAS 107-1 and APB 28-1 and it did not have a material effect on its consolidated financial statements.   NOTE 3  TECHNOLOGY PURCHASE AGREEMENT PAYABLE  By an agreement dated May 18, 2004 the Company purchased software, known as Darrwin in consideration of payment to the Vendor of $5,000 and 100,000 common shares of the Company.  In addition, the Company will grant the vendor a 2% royalty on net sales of any product that        F13   EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  uses any portion of the technology.  The agreement was subsequently amended and calls for the cancellation of the 100,000 common shares, the sum of $3,000 payable upon execution of the agreement, and a non-refundable sum of $10,000 paid on August 22, 2006.  As of June 30, 2009, there is no balance due.  NOTE 4  STOCKHOLDERS EQUITY  On May 7, 2004 the Company issued 5,000,000 of its common shares to its founder for cash of $5,000.  On June 30, 2004, the Company issued 3,820,000 of its common shares for cash of $57,300.  On June 30, 2004, the Company issued 100,000 of its common stock in conjunction with a Technology Purchase Agreement.  Per the agreement, these shares were issued at $.015.  In accordance with an amendment to the original agreement, these shares were subsequently cancelled during the year ended June 30, 2005.  On July 23, 2004, the Company issued 766,662 of its common shares for cash of $11,000.  On December 30, 2008 the Company Issued a total of 500,000 common shares to two individuals at $0.05 per share the net proceeds received by the company was $25,000.  Common stockholders are entitled to 1 vote per common share held. There are no special rights or privileges afforded to common share holders.  NOTE 5 RELATED PARTY LOAN   Amounts due from or to related parties as of the date of each balance sheet are non interest bearing and there are no fixed terms of repayment.  On October 16, 2007 the company received $36,000 cash from a shareholder loan to continue its operations. The loan is funded by the President and non interest bearing.  On November 28, 2008 the company received $79 cash from a shareholder loan to continue its operations. The loan is funded by the President and non interest bearing.       F14   EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  On June 4, 2009 the company received $450 cash from a shareholder loan to continue its operations. The loan is funded by the President and non interest bearing.  As of June 30, 2009, the Company had a total of $36,529 due to related parties.  None of the debt owed to related parties has been paid in part or in whole.  NOTE 6 - INCOME TAXES  Deferred income taxes arise from timing differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. A deferred tax asset valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. A valuation allowance of 100% of the deferred tax assets was made; there are no deferred taxes as of June 30, 2009. There was no income tax expense for the years ended June 30, 2009 and 2008 due to the Companys net losses. The Companys tax benefit differs from the expected tax benefit for the years ended June 30, 2009 and 2008, which is (computed by applying the Federal Corporate tax rate of 34% to loss before taxes), as follows:  April 14, 2004
(inception)
Through June 30, 2009April 14, 2004
(inception)
Through June 30, 2008Computed expected tax   benefit$50,081$      39,714Less; benefit of operating loss carryforwards50,081$      39,714$-$           - The effects of temporary differences that gave rise to deferred tax assets at June 30, 2009 and 2008 are as follows:  20092008Current$-$  -Non-current10,3665,360Total gross deferred tax assets10,3665,360Less valuation allowance(10,366)(5,360)Net deferred tax assets$-$  -  The Company has a net operating loss carryforward of $10,366 available to offset future taxable income through 2020.  F-15  EMPIRICAL VENTURES, INC.  (A Development Stage Company)  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the Year Ended June 30, 2009 and the period April 14, 2004 (inception) through June 30, 2009  NOTE 7- EARNINGS PER SHARE  Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the Companys common stock that could increase the number of shares outstanding and lower the earnings per share of the Companys common stock.  This calculation is not done for periods in a loss position as this would be antidilutive.  As of June 30, 2009, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.  The information related to basic and diluted earnings per share is as follows:  For the year
Ended June 30,20092008Numerator:Continuing operations:Income from continuing operations($ 30,489 )($  15,766)Effect of dilutive convertible debt----Total($30,489)($ 15,766)Discontinued operationsLoss from discontinued operations----Net income (loss)($ 30,489)($ 30,489)Denominator:Weighted average number of shares
outstanding  basic and diluted10,086,6629,587,000EPS:Basic:Continuing operations$ 0.00$ 0.00Discontinued operations0.000.00Net income/(loss)$ 0.00$ 0.00DilutedContinuing operations$ 0.00$ 0.00Discontinued operations0.000.00Net income/(loss)$ 0.00$ 0.00  F-16 ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There has been no changes in or disagreements with our principal independent accountants. We have engaged Jewett Schwartz Wolfe and Associates. as our independent auditors since 2005. During the years ended June 30, 2009 and 2008 and subsequent to June 30, 2009 through to the date hereof, neither we, nor anyone on our behalf, has consulted with Madsen & Associates CPAs, Inc. regarding the application of accounting principles to a specified transaction, whether completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor has Jewett Schwartz Wolfe and Associates. provided to us a written report or oral advice regarding such principles or audit opinion or any matter that was the subject of a disagreement or any reportable events as set for in Item 304(a)(3) of Regulation S-X.  ITEM 9A (T). CONTROLS AND PROCEDURES MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.  The Company  maintains a system of disclosure  controls and procedures  that are designed for the purposes of ensuring that information  required to be disclosed in our SEC reports is recorded,  processed,  summarized, and reported within the time periods  specified in the SEC rules and forms, and that such information is accumulated and  communicated  to our management,  including the Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure.  Management,  after  evaluating  the  effectiveness  of the Company's  disclosure controls and  procedures  as defined in Exchange Act Rules  13a-14(c) as of May 31, 2009 (the  "Evaluation  Date") concluded that as of the Evaluation Date, the Company's  disclosure  controls  and  procedures  were  effective to ensure that material  information  relating  to the  Company  would be made known to them by individuals within those entities,  particularly during the period in which this annual report was being prepared and that  information  required to be disclosed in our SEC reports is recorded,  processed,  summarized, and reported within the time periods specified in the SEC's rules and forms.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance  with as defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act. Our internal  control over financial  reporting is designed to provide reasonable  assurance regarding the  reliability  of  financial  reporting  and  the  preparation  of  financial statements  for  external   purposes  in  accordance  with  generally   accepted accounting  principles.  Our internal control over financial reporting includes those policies and procedures that:  (1)  pertain to the  maintenance  of records that,  in  reasonable  detail, accurately and fairly reflect the transactions and dispositions of our assets;  (2)  provide  reasonable   assurance  that  transactions  are  recorded  as necessary to permit preparation of financial  statements in accordance with generally accepted accounting  principles,  and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and  (3)  provide reasonable  assurance regarding prevention or timely detection of  unauthorized  acquisition,  use or  disposition of our assets that could have a material effect on our financial statements.     21 Management's  assessment  of  the  effectiveness  of the  registrant's  internal control  over  financial  reporting  is as of the year ended June 30,  2009.  We believe that internal control over financial reporting is ineffective at providing this reasonable level of assurance as of the period covered, due to the fact that we have only one officer and director. In the future the company will endeavor to add another director with sufficient SEC and accounting related expertise, to provide adequate segregation of duties and financial accounting and reporting controls, which currently are significant deficiencies in our internal control.  Because of its inherent  limitations,  internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate  because of changes in  conditions,  or that the degree of compliance with the policies or procedures may deteriorate.  This  annual  report  does not include an  attestation  report of the  Company's registered  public  accounting  firm regarding  internal  control over financial reporting.  Management's  report was not subject to attestation by the Company's registered  public accounting firm pursuant to temporary rules of the Securities and Exchange  Commission  that permit the Company to provide  only  management's report in this annual report. There  was no change in our  internal  control  over  financial  reporting  that occurred  during the fiscal  year ended June 30, 2009,  that has  materially affected,  or is reasonably  likely to materially  affect,  our internal control over financial reporting. ITEM 9B.     OTHER INFORMATION. None. ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. The following information sets forth the names of officers and directors, their present positions with our company, and their biographical information. Name and Address of Directors/OfficersAgePositionDerek Ward44Chief Executive Officer, Chief FinancialOfficer, President, DirectorSecretary, Treasurer   The directors named above will serve until the next annual meeting of the stockholders. Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated. There is no arrangement or understanding between the directors and officers and any other person pursuant to which any director or officer was to be selected as a director or officer         22 Biographical Information Derek Ward, Has Acted as our President, Secretary, Treasurer and a Director since the Companys inception (April 14, 2004). From 1997 to present Mr. Ward has been employed as a sales manager for Can-Cell industries. Can-CellIndustries is a manufacturer, importer, and distributor, specializing in building materials and builders hardware products. Mr. Wards duties include: training employees, development of marketing plans and the setup and implementation of sales seminars. Also, Mr. Ward manages the development of new clients for all 10 branches of Can-Cell though out Western Canada. Significant Employees and Consultants We have no significant employees other than Mr. Ward. Committees of The Board Of Directors Our Board of Directors does not maintain a separately-designated standing audit committee. As a result, our entire Board of Directors acts as our audit committee. Our Board of Directors has determined that we do not presently have a director who meets the definition of an audit committee financial expert. We believe that the cost related to appointing a financial expert to our Board of Directors at this time is prohibitive. Our Board of Directors presently do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. Terms of Office Our directors are appointed for one-year terms to hold office until the next annual general meeting of the holders of our common stock or until removed from office in accordance with our by-laws. Our officers are appointed by our Board of Directors and hold office until removed by our Board of Directors. Compliance with Section 16(A) Of The Securities Exchange Act Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who beneficially own more than ten percent of our equity securities (collectively, the Reporting Persons) to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received by us, there were no Reporting Persons who failed to file on a timely basis, reports required by Section 16(a) of the Exchange Act during the most recent fiscal year.             23 ITEM 11.     EXECUTIVE COMPENSATION. Summary Compensation Table The table below summarizes all compensation awarded to, earned by, or paid to our executive officers and directors for all services rendered in all capacities to us since inception on April14, 2004. Annual CompensationLong Term CompensationNameTitleYear EndedSalaryBonusOther 
Annual Compen- sationRestricted 
Stock AwardedOptions/ SARs (#)LTIP payouts ($)All Other Compen- sationDerek WardChief Executive 
Officer, Chief 
Financial Officer,
President, & Director2009
2008
2007
  
2006 
2005nil
nil  
  
nilnil  
nil  
  
nilnil  
nil  
  
nilnil  
nil  
  
nilnil  
nil  
  
nilnil  
nil  
  
nilnil  
nil  
  
nil Except as described above, no other compensation has been paid to, awarded to, or earned by any of our executive officers or directors from our inception. Employment Contracts We do not have currently any employment contract with our sole officer and director Stock Option Grants We did not grant any stock options to the executive officers or directors during our most recently completed fiscal year ended June 30, 2009, and we have not granted any stock options since our inception. Compensation Arrangements We do not pay to our directors or officers any salaries or consulting fees. We anticipate that compensation may be paid to our officers in the future. Pursuant to SAB topic 1:B(1) and the last paragraph of SAB 5:T, we are required to report all costs of conducting our business. Accordingly, we record the fair value of contributed executive services provided to us at no cost as compensation expense, with a corresponding increase to additional paid-in capital, in the year which the services are provided. We do currently do not have any agreements for the compensation of our consultants.      24 ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of November 13, 2008 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our officers and directors, and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown. Title of ClassName and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercentage of Common Stock(1)DIRECTORS AND OFFICERSCommon StockDerek Ward, Chief Executive Officer, Chief Financial 
Officer, President, & 
Director5,000,000
Direct51.62%Common StockAll Officers and Directors 
as a Group (1 person)5,000,00051.62%5% StockholdersDerek WardAll Officers and Directors 
as a Group (3 people)5,000,00051.62% Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.      25  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Annual Report. As of June 30, 2009, we had 10,086,662 shares of common stock issued and outstanding. Security Ownership of Management We are not aware of any arrangement that might result in a change in control in the future. Securities Authorized for Issuance Under Equity Compensation Plans The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year. EQUITY COMPENSATION PLAN INFORMATION AS AT JUNE 30, 2009Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (a)Weighted-average exercise price of outstanding options, warrants and rights (b)Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column (a)) (c)Equity Compensation 
Plans approved by security 
holdersNilN/AN/AEquity Compensation 
Plans not approved by 
security holdersNilN/AN/ATotalNilN/AN/A        26 ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Except as disclosed below, none of the following parties has, during the last two years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us: ·Any of our directors or officers; ·Any person proposed as a nominee for election as a director; ·Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock; ·Any of our promoters; and ·Any relative or spouse of any of the foregoing persons who has the same house as such person.  ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES. Audit Fees The aggregate fees billed for the two most recently completed fiscal years ended June 30, 2009 and June 30, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Year Ended June
30, 2009Year Ended June
30, 2008Audit Fees$7,5007,500Audit Related Fees6,0006,000Tax Fees--All Other Fees800800Total$14,30014,300 Our audit committee pre-approves all non-audit services to be performed by our principal accountant. ITEM 15.     EXHIBITS. ExhibitNumberDescription of Exhibits 3.1 Articles of Incorporation* 3.4 Bylaws* 10.1 Acquisition Agreement * 10.2 Amending Agreement* 31.1 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  *Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 27   SIGNATURES In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EMPIRICAL VENTURES, INC.Date:May 24, 2010By:/s/ Derek WardDerek  WardChief Executive Officer, Chief Financial Officer,President, Secretary, Treasurer and
Director  (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date:May 24, 2010:/s/ Derek WardDerek WardChief Executive Officer, Chief Financial Officer,President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer