UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 10-QSB (Mark One)x Quarterly Report Pursuant To Section 13
Or 15(d) Of The Securities Exchange Act Of 1934 For the quarterly
period ended March 31,  2008  ̈Transition Report
Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934 For the transition
period ________ to ________ COMMISSION
FILE NUMBER 000-52766 EMPIRICAL VENTURES, INC.(Exact name of small business issuer as specified in
its charter) NEVADA
27-0143340(State or other jurisdiction of
incorporation or
(IRS Employer Identification No.)organization)2775 Fir Street, Suite
3EVancouver BC(Address of principal
executive offices)(604)
727-4679Issuer's telephone
number NOT
APPLICABLE(Former name, former address and former fiscal year, if
changed since last report) 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 twelve 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. Yesx No  ̈ Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).Yesx No ̈ State the number of
shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date: As of March 31, 2008, the Issuer had 9,519,996
Shares of Common Stock outstanding. Transitional Small
Business Disclosure Format (check one): Yes  ̈ Nox        PART I -
FINANCIAL INFORMATION ITEM
1.          FINANCIAL
STATEMENTS.   EMPIRICAL VENTURES, INC.(A Development Stage Company)CONSOLIDATED BALANCE SHEET(Unaudited)March
31,2008ASSETSCurrent
AssetsCash






$
                   201Total Current
Assets





201Total
assets






$
                   201LIABILITIES AND STOCKHOLDERS' EQUITYCurrent
LiabilitiesAccount payables
and accrued expenses




$
                4,690Related party
loan





36,000Total Current
Liabilities





40,690Total
Liabilities






40,690Stockholders'
EquityPreferred stock,
$.001 par value 10,000,000 shares authorizedno shares issued
and outstanding




-Common stock,
$.001 par value 50,000,000 shares authorized14,650,000
shares issued and outstanding




9,587Additional
paid-in capital





63,713Deficit
accumulated during the development stage




(113,789)Total
Stockholders' Equity




(40,489)Total
Liabilities and Stockholders' Equity




$
                   201  See
accompanying notes  F-1   EMPIRICAL VENTURES, INC.(A
Development Stage Company)STATEMENTS OF OPERATIONS   For
the Three
For
the Three
For
the Nine
For
the Nine
For the PeriodMonths Ended
Months Ended
Months Ended
Months Ended
from April 14,March 31,
March 31,
March 31,
March 31,
2004 (inception)2008
2007
2008
2007
to March 31,2008REVENUES

$
                                    -
$
                                -
$
                                    -
$
                                    -
$
                                  -OPERATING
EXPENSESGeneral and
administrative expenses
2,709
10,324
12,748
19,264
107,289Impairment of
intangible asset
-
-
-
-
6,500Total operating
expenses
2,709
10,324
12,748
19,264
113,789Net loss before
provision for income taxes
(2,709)
(10,324)
(12,748)
(19,264)
(113,789)Provision for
income taxes
-
-
-
-
-Net loss


$
                            (2,709)
$
                       (10,324)
$
                          (12,748)
$
                          (19,264)
$
                      (113,789)Weighted average
common shares outstanding -Basic and
diluted

9,586,662
9,586,662
9,586,662
9,586,662Net loss per
share  basic and diluted
$
                              (0.00)
$
                           (0.00)
$
                              (0.00)
$
                              (0.00)    See accompanying
notes  F-2   EMPIRICAL VENTURES, INC.(A
Development Stage Company)STATEMENTS OF CASH FLOWSFor
the nine
For
the nine
For the PeriodMonths Ended
Months Ended
from April 14,March 31,
March 31,
2004 (inception)2008
2007
to Marchr 31,2008Cash Flows From
Operating ActivitiesNet loss



$
                      (12,748)
$
                  (19,264)
$
                 (113,789)Impairment of
intangible asset

-
-
6,500Changes in
current assets and current liabilities:Accounts payable
and accrued expenses
6,729
(13,419)
9,690Technology
purchase payable

-
-
-Net Cash Used In
Operating Activities

(6,019)
(32,683)
(97,599)Cash Flows From
Investing ActivitiesPayment for
technology rights


-
(10,000)
(15,000)Net Cash Used In
Investing Activities

-
(10,000)
(15,000)Cash Flows From
Financing Activities:Proceeds from
related party loan

6,000
30,000
41,000Proceeds from
the issuance of common stock
-
-
71,800Net Cash
Provided By Financing Activities

6,000
30,000
112,800Increase
(decrease) in Cash and Cash Equivalents
(19)
(12,683)
201Cash and Cash
Equivalents, Beginning of Period

220
29,362
-Cash and Cash
Equivalents, End of Period

$
                              201
$
                     16,679
$
                           201Supplemental
Disclosure of Cash Flow Information:Cash paid for
interest


$
                                 -
$
                              -
$
                                -Cash paid for
income taxes


$
                                 -
$
                              -
$
                                -   F-3  EMPIRICAL VENTURES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS For the Three and Nine Months ended March 31, 2008 and 2006 (Unaudited) NOTE 1
- NATURE OF OPERATIONS  Organization  Empirical Ventures, Inc. (the Company) was incorporated in
Nevada on April 14, 2004.  The Company is a development stage company
engaged in the business of commercializing the development of office system
software.  Interim Reporting  While the information presented in the accompanying interim
three and nine months financial statements is unaudited, it includes all
adjustments, which are, in the opinion of management, necessary to present
fairly the financial position, results of operations and cash flows for the
interim periods presented in accordance with accounting principles generally
accepted in the United States of America.  These interim financial
statements follow the same accounting policies and methods of their application
as the June 30, 2007 audited annual financial statements of Empirical Ventures,
Inc.  All adjustments are of a normal recurring nature. It is suggested
that these interim financial statements be read in conjunction with the
Companys audited June 30, 2007 annual financial statements.  Operating results for the three months and six months ended March
31, 2008 are not necessarily indicative of the results that can be expected for
the year ended June 30, 2008.  NOTE 2
- SIGNIFICANT ACCOUNTING POLICIES  Recent Accounting Pronouncements  Recent
accounting pronouncements that the Company has adopted or will be required to
adopt in the future are summarized below.  In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements".
 The objective of SFAS 157 is to increase consistency and comparability in
fair value measurements and to expand disclosures about fair value measurements.
 SFAS 157 defines  fair  value,  establishes  a
 framework  for  measuring  fair  value in generally
accepted  accounting  principles,  and expands  disclosures
about fair value measurements.  SFAS 157 applies under other accounting
pronouncements that require or permit fair value measurements  and does not
 require  any new fair value measurements.  The provisions of
SFAS No. 157 are effective for fair value      F-4 EMPIRICAL VENTURES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS For the Three and Nine Months ended March 31, 2008 and 2006 (Unaudited)  NOTE
2-SIGNIFICANT ACCOUNTING POLICIES (Continued)  measurements made in fiscal  years  beginning
 after  November  15,  2007.  The adoption of this
statement  is not  expected  to have a material  effect on
the  Company's future reported financial position or results of
operations.  In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities -Including an Amendment  of FASB
 Statement  No.  115".  This statement permits entities to
choose to measure many financial instruments and certain other items at fair
value.  Most of the provisions of SFAS No. 159 apply only to entities that
 elect the fair  value  option.  However, the amendment
 to SFAS No.  115 "Accounting for Certain Investments in Debt and
Equity Securities"  applies to all entities with  available-for-sale
 and trading  securities.  SFAS No. 159 is effective as of the
beginning of an entity's first fiscal year that begins after November 15, 2007.
 Early adoption is permitted as of the beginning of a fiscal year that
begins on or before November 15, 2007, provided the entity also elects to apply
the provision of SFAS No. 157, "Fair Value Measurements".  The adoption of
this statement  is not expected to have a material  effect on the
 Company's financial statements.  In June
2007, the Emerging Issues Task Force (EITF) of the FASB issued EITF Issue
No.07-3, Accounting for Nonrefundable Advance Payments for Goods or Services to
be used in Future Research and Development Activities, ("EITF 07-3") which is
effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires
that nonrefundable   advance payments for  future  research
 and  development activities  be deferred and  capitalized.
 Such amounts will be recognized as an expense as the goods are delivered
or the related services are performed.  The Company does not expect the
adoption of EITF 07-3 to have a material impact on the financial results of the
Company. In December 2007, the FASB issued SFAS No. 141(R) Business
Combinations (SFAS 141(R)).  This Statement replaces the original FASB
Statement No. 141.  This Statement retains the fundamental requirements in
Statement 141 that the acquisition method of accounting (which Statement
141 called the purchase method) be used for all business combinations and
for an acquirer to be identified for each business combination. The objective of
this SFAS 141(R) is to improve the relevance, and comparability of the
information that a reporting entity provides in its financial reports about a
business combination and its effects.         F-5  EMPIRICAL VENTURES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS For the Three and Nine Months ended March 31, 2008 and 2007 (Unaudited)  NOTE
2-SIGNIFICANT ACCOUNTING POLICIES (Continued) To accomplish that, SFAS 141(R) establishes principles and
requirements for how the acquirer: a. Recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. b. Recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase. c. Determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. This Statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008 and may not be applied
before that date.The Company does not
expect that its adoption of SFAS 141(R) will have on its results of operations
and financial condition. In December 2007, the FASB issued SFAS No. 160 Noncontrolling
Interests in Consolidated Financial Statements  an amendment of ARB No. 51
(SFAS 160).  This Statement amends the original Accounting Review Board
(ARB) No. 51 Consolidated Financial Statements to establish accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. This Statement is
effective for fiscal years and interim periods within those fiscal years,
beginning on or after December 15, 2008 and may not be applied before that date.
 The Company is unable at this time to determine the effect that its
adoption of SFAS 160 will have on its results of operations and financial
condition. FSP FAS
123(R)-5 was issued on October 10, 2006.  The FSP  provides  that
instruments  that were  originally  issued  as
 employee  compensation  and then  modified, and that
modification is made to the terms of the instrument solely to reflect an equity
 restructuring  that  occurs  when the  holders
 are no longer employees, then no change in the recognition or the
measurement (due to a change in  classification)  of those
 instruments  will result if both of the following conditions are met:
(a). There is no increase in fair value of the award (or the ratio of intrinsic
 value to the exercise price of the award is preserved,  that is, the
holder is made whole), or the antidilution provision is not added to the terms
of the award in  contemplation  of an equity  restructuring;
 and (b). All holders of the same class of equity instruments (for example,
stock options) are treated in the same manner.  The provisions in this FSP
shall be applied in the first reporting period beginning after the date the FSP
is posted to the FASB website.  The Company does not expect the adoption of
FSP FAS 123(R)-5 to have a material impact on its consolidated results of
operations and financial condition  F-6  EMPIRICAL VENTURES, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS For the Three and Nine Months ended March 31, 2008 and 2006 (Unaudited)  NOTE 3
RELATED PARTY LOAN  On
October 16, 2007 the company received $6,000 cash from a shareholder loan to
continue its operations. The loan is funded by the President and non interest
bearing.                                    F-7    ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. Cautionary
Statement Regarding Forward-Looking Statements Certain
statements contained in this Quarterly 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. 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 this caption "Management's Discussion and Analysis
or Plan of Operation" and elsewhere in this Quarterly Report. We do not intend
to update the forward-looking information to reflect actual results or changes
in the factors affecting such forward-looking information. We advise you to
carefully review the reports and documents we file from time to time with the
Securities and Exchange Commission (the SEC). As
used in this Quarterly Report, the terms "we", "us", "our", the Company and
Empirical mean Empirical Ventures, Inc. unless otherwise indicated. All dollar
amounts in this Quarterly Report are in U.S. dollars unless otherwise
stated. Introduction The
following discussion and analysis summarizes our plan of operation for the next
twelve months, our results of operations for the three-month period ended March
31, 2008. This discussion should be read in conjunction with the Managements
Discussion and Analysis or Plan of Operation. 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 Vancouver BC,
Canada. Our principal business is the development, marketing and of a software
product called Darrwin.  About
Our Business We are a development
stage company.  We have produced no revenues to date, and have not begun
revenue producing activities.  We have had extremely limited operations and
have relied on the sale of our securities and loans or capital infusions from
our officers and directors to fund our operations to date. Our auditors have
included in their report covering our financial statements for the period from
incorporation to June 30, 2007, that there is substantial doubt about our
ability to continue as a going concern. Our business plan is to further develop
and commercialize the Darrwin Software Program. 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 To date we have spent a total of
$12,840 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.  Plan
of Operation Financial
Plan As
of March 31, 2008 we had a cash balance $202and have earned no revenue from
operations. Since our inception on April 14, 2004 to June 30, 2006 we have
raised $73,300 in 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. 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. Software
Development Plan We have commenced development work to
upgrade the Darrwin software program. To date we accomplished the following
tasks in preparation to migrate the existing code to the windows XP Professional
format. To date we have: separated the original source code which was combined
with other software and placed it on CD; organized and analyzed files and
libraries flagging any corrupted files for repair or recovery of data; recovered
or corrected any corrupted files and libraries; tested boot libraries and
executable libraries in preparation for migration to XP Professional.  Originally 150 hours of programming time
was budgeted for two computer scientists to complete the migration to Windows XP
at a cost of $52,500. To date we have incurred approximately 214 hours of
programming time by one programmer at a cost of $12,840 on the upgrade of the
Darrwin software program. It is estimated we will need approximately 80 to 100
additional hours of development time at a cost of $60 per hour to complete our
upgrade to Windows XP. We currently do not have enough cash on hand to complete
this programming. We estimate that the migration to Widows XP will be completed
by the end of June 2008 and additional testing for system stability will carry
on through July 2008 and is contingent upon receipt of additional funding.  Additional upgrades
include, upgrade Billing system; upgrade hotel booking system; upgrade hotel and
event conformation system; upgrade airline interconnect; enhance system
interface.  We will explore these additional upgrades upon completion of
our upgrade to XP Professional and is contingent upon receipt of additional
funding. Without additional funding, would lengthen the time frame needed to
complete our business plan. Website
Development Plan Our preliminary Marketing website was
posted online in May 2007 with all components of the website functioning
properly. The cost associated with developing 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.      3 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 upgrades
to the Darrwin software program.  Our
website address on the Internet at www.darrwin-travel.com Website
Hosting Plan Our
website will be hosted by Network Solutions and will be charging us
approximately $15 per month to host our website. Over the next twelve months the
cost of hosting our website will be $180 Marketing
Plan 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. 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 $18,500 to pay for our accounting and audit requirements. SEC
Filing Plan We have become a
reporting company in 2007. Our SB-2 was declared effective on August 13, 2007.
This means that we will file documents with the US Securities and Exchange
Commission on a quarterly basis. We expect to incur filing costs of
approximately $650 per quarter to support our quarterly and annual filings. In
the next twelve months, we anticipate spending approximately $5,000 for legal
costs to pay for three quarterly filings, one annual filing. Currently,
we do not have any financing arrangements in place and there is no assurance
that we will be able to achieve sufficient financing required to proceed with
our plan of operation. If we do not obtain the necessary financing, then our
plan of operation will be scaled back according to the amount of funds
available. Our inability to raise the necessary financing may restrict our
ability to complete product development and market our product.     4  RESULTS OF OPERATIONS
Second Quarter Summary 9
Months Ended March
31, 2008
              2007 Revenue
                                                       $Nil
                   $NIl Expenses
                                                     (2,709)
            (10,324) Net Income
(Loss)
                                   $((2,709)
          $(10,324) Revenues We
have not earned any revenue to date and we do not anticipate earning revenue
until we have completed commercial development and upgrades of our 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 complete commercial
development or successfully sell or license products incorporating our Darrwin
software program, once development upgrades are complete. Operating Costs
and Expenses  Our
expenses decreased by $7,615 during the Nine-month period ended March 31, 2008
over the same period ended March 31, 2007 This decrease is primarily the result
of decreases in the amount of professional fees incurred by us. In
accordance with SEC Staff Accounting Bulletin Topics 1:B and 5:T, we are
required to report all costs of conducting our business.. For the six months
ended March 31, 2008, we recorded contributed executive services expenses of $.0
of services that were provided to us without charge. Subject to our
ability to obtain additional financing, of which there is no assurance, we
expect that our product and business development activities will continue to
increase over the course of the current fiscal year. As such, we expect that our
operating expenses will also continue to increase at a significant rate. We
anticipate our operating expenses will increase as we undertake our plan of
operations and continue to implement our business plan. The increase will be
attributable to increased product and business development activities and the
professional fees associated with complying with our reporting obligations under
the Securities Exchange Act of 1934 (the Exchange Act).        5 LIQUIDITY AND CAPITAL
RESOURCES Working Capital
                              At
March 31, 2008          At June 30,
2007  Current  Assets
                                           $201
                                 $9,759  Current Liabilities
                                    (40,690
 )
                            $37,500  Working Capital (Deficit)
                        (40,690)
                            (27,741)  Cash Flows  Nine Months Ended March 31
                                                                         2008
                 2007 Cash Flows from (used in) Operating Activities
                                             $(12,748)
        (19,264) Cash Flows from (used in) Investing Activities
                                               --
                        -- Cash Flows from (used in) Financing Activities
                                              0
                         0 Net Increase (decrease) in Cash During Period
                                              $(12,748)
          (19,264)  The
increase in our working capital deficit at March 31, 2008 as compared to our
fiscal year ended June 30, 2007 is primarily a result of the fact that we had no
sources of revenue and limited sources of financing during the period. As a
result, we were required to use existing cash reserves in order to meet our
obligations during the period. As of March 31, 2008, the date of our most
recently available financial statements, we had cash on hand of $201 Since our
inception, we have used sales of our common stock and loans from our sole
officer and director 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. We
anticipate spending approximately $235,000 over the next twelve months in
pursuing our plan of operation. This amount is in excess of our current working
capital reserves and we have not earned any revenues to date and do not
anticipate earning revenues until we have completed commercial development of
our product. Accordingly, we will require additional financing in order to fund
our plan of operation. We anticipate that any additional financing will likely
be in the form of equity financing as substantial debt financing will not be as
available at this stage of our business. OFF-BALANCE
SHEET ARRANGEMENTS We
have no significant 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 that is material to our
stockholders.        6 CRITICAL
ACCOUNTING POLICIES The
financial statements presented with this Quarterly Report on Form 10-QSB have
been prepared in accordance with generally accepted accounting principles in the
United States of America for interim financial information. These
financial statements do not include all information and footnote disclosures
required for an annual set of financial statements prepared under United States
generally accepted accounting principles. In the opinion of our management, all
adjustments (consisting solely of normal recurring accruals) considered
necessary for a fair presentation of the financial position, results of
operations and cash flows as at March 31, 2008 and for all periods presented in
the attached financial statements, have been included. Interim results for the
three-month period ended March 31, 2008 are not necessarily indicative of the
results that may be expected for the fiscal year as a whole. 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 the notes to
the consolidated financial statements included with this Quarterly Report on
Form 10-QSB. Use
of Estimates The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amount of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from these
estimates. Foreign
Currency Translation Transaction
amounts denominated in foreign currencies are translated at exchange rates
prevailing at transaction dates. Carrying values of monetary assets and
liabilities are adjusted at each balance sheet date to reflect the exchange rate
at that date. Non-monetary assets and liabilities are translated at the exchange
rate on the original transaction date. Gains and losses from restatement of
foreign currency monetary assets and liabilities are included in the statements
of operations. Revenues and expenses are translated at the rates of exchange
prevailing on the dates such items are recognized in the statement of
operations. Contributed
Executive Services 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.     7  RISK
FACTORS Need
For Financing We
do not currently have the financial resources to complete our plan of operation
for the next twelve months. We anticipate that we will require financing in the
amount of $235,000 in order to fund our plan of operation over the next twelve
months. We presently do not have any financing arrangements in
place and there is no assurance that we will be able to obtain sufficient
financing on terms acceptable to us or at all. If further financing is not
available or obtainable, our ability to meet our financial obligations and
pursue our plan of operation will be substantially limited and investors may
lose a substantial portion or all of their investment. Limited
Operating History, Risks Of A New Business Venture We
were incorporated on April 14, 2004 and, prior to our acquisition of Darrwin, we
had been involved primarily in organizational activities and in seeking business
opportunities and products. We have not earned any revenues to date. Potential
investors should be aware of the difficulties normally encountered by a new
enterprise and the high rate of failure of such enterprises. The potential for
future success must be considered in light of the problems, expenses,
difficulties complications and delays encountered in connection with the
development of a business in the area in which we intend to operate and in
connection with the formation and commencement of operations of a new business
in general. These include, but are not limited to, unanticipated problems
relating to research and development programs, marketing, approvals by
government agencies, competition and additional costs and expenses that may
exceed current estimates. There is no history upon which to base any assumption
as to the likelihood that our business will prove successful, and there can be
no assurance that we will generate any operating revenues or ever achieve
profitable operations. Our
Business Operations, Assets and Personnel Are Located Outside The United
States Although
we are incorporated in the United States, all of our current operating
activities are conducted in, and all of our assets and personnel are located in,
Canada. As such, investors in our securities may experience difficulty in
enforcing judgments or liabilities against the Company or our personnel under
United States securities laws.          8   Our
corporate headquarters are located at BC, Canada As we are a Nevada corporation,
we are required to maintain a resident agent in the State of Nevada for the
purpose of receiving service of process. Under Section 78.090 of the Nevada
Revised Statutes, all legal process and any demand or notice authorized by law
to be served upon the Company may be served upon our resident agent in Nevada.
Our resident agent for this purpose is Nevada Agency and Trust 50 West Liberty
Street, Suite 880 Reno Nevada 89501. As
a Nevada corporation, we are subject to the laws of the United States, including
the federal securities laws of the United States, and to the jurisdiction of
United States courts. As such, investors may bring proceedings against us, and
enforce judgments obtained against us, in United States courts. Generally,
original actions to enforce liabilities under United States federal securities
laws may not be brought in a Canadian court. Such actions must be brought in a
court in the United States with applicable jurisdiction. Persons obtaining
judgments against us in United States courts, including judgments obtained under
United States federal securities laws, will then be required to bring an
application in a Canadian court to enforce such judgments in Canada. Competition
Is Intense And We May Be Unable To Achieve Market Acceptance The
business environment in which we intend to operate is highly competitive.
Currently, there exists a number of software products similar to ours and we
expect to experience competition from a number of established companies involved
in the software development industry. Certain of our potential competitors will
have greater technical, financial, marketing, sales and other resources than
us. In
addition, while the software development industry is a mature one, we are unable
to provide assurances that our target customers and markets will accept our
technologies or will purchase our products and services in sufficient quantities
to achieve profitability. If a significant market fails to develop or develops
more slowly than we anticipate, we may be unable to recover the losses incurred
to develop products and we may be unable to meet our operational expenses.
Acceptance of our products by companies and other organizations will depend upon
a number of factors, including the cost competitiveness of our products,
customer reluctance to try new products or services, or the emergence of more
competitive or effective products. Rapid
Technological Changes  Could Make Our Product Obsolete The
software development industry is characterized by rapid technological change and
intense competition. New technologies, products and industry standards will
develop at a rapid pace which could make our planned products obsolete. Our
future success will depend upon our ability to develop and introduce product
enhancements to address the needs of customers. Material delays in introducing
product enhancements may cause customers to forego purchases of our product and
purchase those of competitors.       9 Dependence
On Key Personnel Our
success will largely depend on the performance of our directors and officers and
our key consultants. Our success will also depend on our ability to attract and
retain highly skilled technical, research, management, regulatory compliance,
sales and marketing personnel. Competition for such personnel is intense. The
loss of the services of such personnel or the inability to attract and retain
other key personnel could impair the development of our business, operating
results and financial condition. ITEM
3.               
CONTROLS AND PROCEDURES. Evaluation
Of Disclosure Controls And Procedures As
of the end of the period covered by this report, our management carried out an
evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation,
our principal executive officer and principal financial officer has concluded
that our disclosure controls and procedures are, as of the date covered by this
Quarterly Report, effective to ensure that the information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the SEC rules and forms. Changes
In Internal Controls Over Financial Reporting In
connection with the evaluation of our internal controls during our last fiscal
quarter, our principal executive officer and principal financial officer has
determined that there have been no changes to our internal controls over
financial reporting that has materially affected, or is reasonably likely to
materially effect, our internal controls over financial reporting.                 10 PART II - OTHER
INFORMATION ITEM
1.               
LEGAL PROCEEDINGS. None. ITEM
2.               
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. none. ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES. None. ITEM
4.               
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM
5.               
OTHER INFORMATION. Other Events ITEM
6.               
EXHIBITS AND REPORTS ON FORM 8-K.  Exhibit Number
     Description of Exhibit   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.  REPORTS ON FORM 8-K The
Company has not filed Current Reports on Form 8-K during the fiscal quarter
ended March 31, 2008,                 11 SIGNATURES In
accordance with the requirements 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 15, 2007
                      By: /s/Derek
Ward Derek
ward Chief
Executive Officer, Chief Financial Officer President,
Director (Principal Executive Officer and
Principal Accounting Officer)