U.S.
SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549  FORM
10-K/A  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF1934  FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2008  EMPYREAN HOLDINGS, INC. (Exact
name of registrant as specified in its charter)  Nevada
000-30118
88-0413417State or other jurisdiction of incorporation
Commission File Number
IRS Identification No.  11200 Westheimer Rd., Suite 900, Houston, TX 77042 (Address
of principal executive offices) (Zip Code)  Registrants telephone number: (713) 243 8714  Securities registered
pursuant to Section 12(b) of the Act:  None  Securities registered
pursuant to Section 12(g) of the Act:  Title
of Class: Common
Stock  Title
of Class: Preferred  Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.     Yes [  ]  No [X]  Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act.     Yes [  ]  No [X]   Indicate by check
mark whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [  ] No [X]  Indicate by check
mark whether the registrant has submitted electronically and posted on its
corporate Website, if any, every Interactive Data File required to be submitted
and posted   1    pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such filed). Yes
 [  ]  No [X] (Not required by smaller reporting companies)  Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not 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]  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 Yes
 [  ]     No  [X]  As of December 31,
2008, there were 12,008,066* shares of common stock issued and outstanding.
 Of those, approx.2, 400,000 were held by non-affiliates of the Company.
 The aggregate market value of the voting and non-voting common equity held
by non-affiliates computed at $0.011 (the price at which the common stock traded
as of June 30, 2009) is $26,400.00.   Note: * Inclusive of 22,501
shares on hold and awaiting return by a third party.   DOCUMENTS INCORPORATED BY REFERENCE  None.  EXPLANATORY NOTE  On
November 4, 2009, the company filed its annual report for December 31, 2008, on
Form 10-K, SEC file no. 00030118.  Contrary to the rules of the SEC, the
Companys financial statements included in the filing were not audited by an
independent public accountant in accordance with professional standards for
conducting such reviews.  The Company has since had its financial
statements audited for the period ended December 31, 2008.  This amended
Form 10K is being filed for the purpose of filing these audited financial
statements and revising those sections of the 10K containing financial
information and discussions.    2      CAUTIONARY
STATEMENTS REGARDING FORWARD-LOOKING INFORMATION  Certain
statements in this annual report on Form 10-K contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
 Readers should carefully review this annual report in its entirety,
including but not limited to our financial statements and the notes thereto.
 Except for our ongoing obligations to disclose material information under
the Federal securities laws, we undertake no obligation to release publicly any
revisions to any forward-looking statements, to report events or to report the
occurrence of unanticipated events. For any forward-looking statements contained
in any document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of
1995.     3     PART I. ITEM 1 BUSINESS  (a) Business
Development and Objectives  Empyrean Holdings,
Inc., a Nevada corporation (the "Company" or Empyrean), was originally
organized on April 30, 1998 as Fuji International, Inc.; the name was changed on
December 28, 1998 to Direction Technologies, Inc.  In March of 2001,
Direction Technologies, Inc. merged with Empyrean Communications, Inc., and the
name was changed to Empyrean Communications, Inc.  As approved at the
Special shareholders meeting held on January 5, 2005, the Companys name was
changed to Empyrean Holdings, Inc. effective January 25, 2005. The new name was
adopted to reflect the Companys revised business plan to develop and expand as
a holding company.  The mission is to
develop Empyrean through selective diversification and acquisitions into a
profitable multi-based holding company that will provide competitive return on
investments.  However, the delay in
obtaining funding coupled with the severe downturn in the economy resulted in
major set backs in the development of the companys wholly owned subsidiaries
during the year.  Empyrean Staffing,
Inc. remained dormant and there is no longer any possibility of resuscitating
this business.  Minimal progress was
made with Empyrean Construction, Inc. despite having obtained General
Contractors licenses for the States of Nevada and California. Due to the
inability to obtain project financing and the steep decline in the availability
of work in the construction industry there was no alternative but to shut down
all operations of this subsidiary on October 24, 2008 .As losses were running
high the Sacramento office was closed and there is presently no intention to
restart this business  Since
the shutdown of Empyrean Construction, the company has no ongoing business but
during December 2008 finalized an Investment agreement with Dutchess Private
Equities Fund. Ltd. for the provision of an Equity Line of Credit for
$10,000,000 (Ten million dollars) Dutchess has committed to purchase up to
$10,000,000 of the companys common stock over the course of 36 months  However, the company is obligated under the Registration Rights
Agreement to file an S-1 registration with the SEC for sufficient shares of
common stock and the company will only be able to access this line of credit
after the SEC declares the registration statement effective.  As the
lack of funds caused the company to be delinquent in its Q 2 and Q 3 10 Q
filings the company was removed from being listed on the OTC Bulletin Board on
December 22, 2008 Since
that time the company only trades on the Other OTC or Pink sheets and every
effort continues to be made to catch up on all its delayed 10 Q and 10 K filings
to enable the company  to regain its  OTC Bulletin Board listing   4     This
delay in the companys ability to access the Dutchess Equity Line of Credit will
have a detrimental effect on the companys development progress. Numerous
possibilities are being pursued to obtain alternative financing but the
depressed economic situation has made this a very difficult task, . The corporate office
of the Company is located in an executive suite managed by a large national
company, Corporate Office Centers, at 11200 Westheimer Rd., Suite 900, Houston
Texas 77042.  Services for basic office requirements are also provided by
Corporate Office Centers. The Company has a single full time officer located in
this location   ITEM
1A.  RISK FACTORS  Not
required by smaller reporting companies.  ITEM
1B.  UNRESOLVED STAFF COMMENTS  None.   ITEM 2.
  PROPERTIES  (a) Ownership  In March 2008 one of
the three lots in Kewaskum, Wisconsin acquired in June 8, 2007 was sold for
$49,000 and this yielded net proceeds of $45,033.In April 2008 another one of
the remaining two lots was sold for $45,000 and net proceeds of $41,903 was
obtained. The total net proceeds of $86,936 received for the sale of these two
lots were used as working capital.  After
these sales made during the year, the Company through its wholly owned
subsidiary, Empyrean Properties, Inc., owns one remaining real property in Green
Bay, Wisconsin with a carrying value of $97,000.  (b)
Office leases  The current lease agreement with Corporate Office Centers is
for two 160 square foot offices located at 11200 Westheimer Rd., Suite 900,
Houston Texas, 77042. The term of the lease is month to month and basic rental
is $1,580 per month. Extra costs averaging about $250 per month are incurred for
other office services and facilities.  The
term of the lease agreement with Corporate Office Centers for two 160 square
foot offices located at 11200 Westheimer Rd., Suite 900, Houston Texas, 77042
was revised to one year on April 1, 2008 and the basic rental increased to
$1,701.30 per month. Extra costs averaging about $250 per month are incurred for
other office services and facilities.    5    Due to need to reduce company expenses, this lease was modified to
only one 160 square foot office for a basic rental of $805 per month on December
1, 2008 and term of the lease extended to December 31, 2009.  ECIs
branch office at Las Vegas located at 3960 Howard Hughes Parkway, Suite 500, Las
Vegas, Nevada 89109 and leased on a month to month basis from Regus Business
Centers for $400 per month was terminated in August 2008.  The ECI
office at 817 14th Street, Suite 200, Sacramento, California 95814
that was leased from Sterling Pacific Real Estate for $1,873.50 per month was
terminated and the facilities shut down on October 24, 2008  ITEM 3.
  LEGAL PROCEEDINGS  1. The condominium
located at 12 Coral Way, Key West, FL, and owned by the Companys wholly owned
subsidiary, Tradewinds International Corp. (Tradewinds) was lost through
foreclosure action taken by the previous owner and mortgagee, Huck Finn LLC on
December 20, 2005.  The full amount of the debt owed on the property is a
debt of Tradewinds.  The debt was incurred by Tradewinds prior to the
acquisition of Tradewinds stock by the Company and that debt has never been
assumed by Empyrean Holdings.  Management believes that, although
Tradewinds has no assets with which to pay the debt, that debt is not an
obligation of Empyrean.  The Company recognized a loss of $139,000 on
abandoned real estate investment.  At the time of the completion of this
report, management believes that this property has yet to be resold by Huck Finn
LLC.  2. An ex-employee of
Empyrean Construction filed a complaint that was distributed to several agencies
making unsubstantiated complaints against the company. The only inquiry to this
complaint was received from the U.S. Department of Labor/OSHA and a reply
refuting all his allegations was submitted in March 2009. A recent advice
received from the Labor Department stated that the case is ongoing but even an
unfavorable outcome to the case which is unlikely, is not expected to have a
substantial detrimental affect to the company.  3. The same
ex-employee also made a claim for unpaid wages to the US Department of Labor
(Wage and Hour Division). A full settlement was obtained for the case by
agreeing to pay him $15,604.00 in 5 (Five) quarterly installments as recommended
by the Labor Department.  ITEM 4.
  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS  No
matters were submitted for a vote of security holders during the fourth quarter
of the fiscal year ended December 31, 2008.  PART II. ITEM 5.  MARKET
FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERS MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES  Since
the company was delisted from the OTC Bulletin Board it only trades on the Other
OTC or Pink Sheets under the symbol EMPY    6     The average high and
low prices of the Companys stock by quarters are given below:   1st Quarter
2nd Quarter
3rd Quarter
4th QuarterFor 2007High
0.07
0.05
0.04
0.03Low
0.06
0.04
0.03
0.02 For
2008 High
                                   0.032
                    0.029
                0.008
            ________0.02____  Low__________________0.012__________0.017_______
   0.015_______________0.008__  At the present time,
there are no funds available for the payment of dividends. The Company also does
not anticipate paying any dividends in the next twelve months.  Common Stock  The Articles of
Incorporation currently authorize the issuance of 1,000,000,000 shares of common
stock, with a par value of $0.001.  The holders of the Shares: (a) have
equal ratable rights to dividends from funds legally available therefore, when,
as, and if declared by the Board of Directors of the Company; (b) are entitled
to share ratably in all of the assets of the Company available for distribution
upon winding up of the affairs of the Company; (c) do not have preemptive
subscription or conversion rights and there are no redemption or sinking fund
applicable thereto; and (d) are entitled to one non-cumulative vote per share on
all matters on which shareholders may vote at all meetings of shareholders.
These securities do not have any of the following rights: (a) cumulative or
special voting rights; (b) preemptive rights to purchase in new issues of
Shares; (c) preference as to dividends or interest; (d) preference upon
liquidation; or (e) any other special rights or preferences.  In addition,
the Shares are not convertible into any other security.  There are no
restrictions on dividends under any loan other financing arrangements or
otherwise.  See a copy of the Articles of Incorporation, and an amendment
thereto, and Bylaws of the Company, attached as Exhibit 3.1, Exhibit 3.2, and
Exhibit 3.3, respectively, to this Form 10-SB/A.  As of December 31, 2008,
the Company had 12,008,066 shares (inclusive of 22,501 shares on hold and
awaiting return by a third party) of common stock outstanding.  Non-Cumulative
Voting.  The holders of shares
of Common Stock of the Company do not have cumulative voting rights, which means
that the holders of more than 50% of such outstanding Shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose.  In such event, the holders of the remaining Shares will not be
able to elect any of the Company's directors.   7     Preferred Stock  The Preferred Stock
holders have the right to convert one (1) preferred share to four (4) common
shares at their discretion  The Companys
Articles of Incorporation, as amended, authorize 200,000,000 $.001 per share par
value of Preferred Stock.  As of December 31, 2008, the Company had issued
and outstanding 15,140,000 shares of Preferred Stock.  Share Purchase
Warrants  At December 31, 2008,
no share purchase warrants were outstanding.  Dividends.  The Company does not
currently intend to pay cash dividends.  The Company's proposed dividend
policy is to make distributions of its revenues to its stockholders when the
Company's Board of Directors deems such distributions appropriate.  Because
the Company does not intend to make cash distributions, potential shareholders
would need to sell their shares to realize a return on their investment.
 There can be no assurances of the projected values of the neither shares,
nor can there be any guarantees of the success of the Company. A distribution of
revenues will be made only when, in the judgment of the Company's Board of
Directors, it is in the best interest of the Company's stockholders to do so.
 The Board of Directors will review, among other things, the investment
quality and marketability of the securities considered for distribution; the
impact of a distribution of securities on its customers, joint venture
associates, management contracts, other investors, financial institutions, and
the Company's internal management, plus the tax consequences and the market
effects of an initial or broader distribution of such securities.  Transfer Agent.  The Company continues
to retain the services of Pacific Stock Transfer Company, 500 E. Warm Springs
Road, Suite 240, Las Vegas, NV 89119, to act as transfer agent and
registrar.  Recent Sales of
Unregistered Securities None  ITEM 6.
 SELECTED FINANCIAL DATA  Not required by
smaller reporting companies.   8     ITEM 7.
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.  The following
information specifies certain forward-looking statements of management of the
Company. Forward-looking statements are statements that estimate the happening
of future events are not based on historical fact. Forward-looking statements
may be identified by the use of forward-looking terminology such as, may,
shall, could, expect, estimate, anticipate, predict, probable,
possible, should, continue, or similar terms, variations of those terms or
the negative of those terms. The forward-looking statements specified in the
following information have been complied by our management and considered by
management to be reasonable. Our future operating results, however, are
impossible to predict and no representation, guaranty or warranty is to be
inferred from those forward-looking statements.  The assumptions
used for purposes of the forward-looking statements specified in the following
information represent estimates of future events and are subject to uncertainty
as to possible changes in economic, legislative, industry and other
circumstances.  As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of
judgment.  To the extent that
the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and accordingly, no opinion is expressed on
the achievability of these forward-looking statements.  No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.  When compared to
2007, the company made better progress and managed to obtain modest revenues for
its subsidiary, Empyrean Construction Inc. The operation of this start up
business which had obtained General Contractors licenses for the States of
California and Nevada was, however, short lived. As the severe economic downturn
in early 2008 caused a sharp decline in the construction industry the operations
of the subsidiary was terminated permanently in October 2008.  The Company therefore
has no ongoing business or revenues of any kind and will require significant
working capital for the next 12 months. A revised Business Plan is being
prepared for the Company to raise funds through a private placement or the sale
of shares through public registration. Management believes that its working
capital requirements for 2009 will be approximately $5,000,000 for general
overhead and the development of new business. There is no assurance
that the Company will be able to raise funds through private placements or
obtain the necessary financing from other sources, hence, it is management's
assertion that these circumstances may hinder the Company's ability to continue
as a going concern.  Liquidity and
Capital Resources  As of December 31, 2008, the Company had assets equal to $108,029.
 This compares with assets of $252,847 as of December 31, 2007.  The
decrease was due mainly to the sale of property with book value of $105,000. The
Companys current liabilities as of December 31,   9    2008, totaled $591,957, comprised of accounts payable, accrued
expenses and note payable from related parties.  This compares with
$222,217 as of December 31, 2007.The Company can provide no
assurance that it can continue to satisfy its cash requirements for at least the
next twelve months.  The following is a summary of the Company's cash flows provided by
(used in) operating, investing, and financing activities for the year ended
December 31, 2008, for the period from December 30, 2004 (Inception) to December
31, 2007, and for the cumulative period from December 30, 2004 (Inception) to
December 31, 2008.  Fiscal Year
Ended
December 31, 2008


For the
Period from
December 30, 2004 (Inception)
to
December 31, 2007


For the Cumulative
Period from
December 30, 2004  (Inception)
to
December 31, 2008Net Cash (Used in) Operating Activities

$
(78,322
)

$
(554,740
)

$
(633,062
)Net Cash (Used in) Investing Activities


-



126,375



126,375Net Cash Provided by Financing Activities

$
76,707


$
430,334


$
507,041Net Increase (Decrease) in Cash and Cash
Equivalents

$
(6,460
)

$
1,969


$
333,967  The Company is dependent upon the
receipt of capital investment or other financing to fund its ongoing operations
and to execute its business plan of developing new business. In addition, the
Company is dependent upon certain related parties to provide continued funding
and capital resources. If continued funding and capital resources are
unavailable at reasonable terms, the Company may not be able to implement its
plan of operations.  Results of Operations  Year Ended December 31, 2008 Compared to Year
Ended December 31, 2007  We had revenues of
$153,779 for the year ended December 31, 2008 compared to $542,064 for the prior
year.  The decrease was due to mainly the lower sale prices for our
properties. In 2008 when the real estate market  crashed, we sold a
property for $94,000 as compared to 2007 where we were able to sell three
properties for an aggregate price of $525,500.  For the year ended
December 31, 2008, we had $540,808 net loss compared to a net loss of $840,299
in the prior year. The decrease in net loss was due to lower administrative
expenses as the operation was in dormant status due to lack of funding and no
impairment loss at December 31, 2008, as compared to $162,148 as at December 31,
2007.   Off-Balance Sheet Arrangements  The Company does not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on the Companys financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
investors.  Contractual Obligations  As a smaller reporting company as defined by Item 10 of
Regulation S-K, the Company is not required to provide this information.    10    ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.  Not required by
smaller reporting companies.  ITEM 8.
 FINANCIAL STATEMENTS  Table
of Contents  Report of Independent
Registered Public Accounting Firm ................. F-2  Balance Sheets as of December
31, 2008 and 2007  ........................ F-3  Statements of Operation for the
years ended December 31, 2008 and 2007 and for the period from Inception
(December 30, 2004) to December 31, 2008... F-4  Statements of Stockholders'
Equity(Deficit) for the period from Inception (December 30, 2004) to December
31, 2009 ................................ F-5  Statements of Cash Flows for
the years ended December 31, 2008 and 2007, and for the Period from Inception
(December 30, 2004) to December 31, 2008... F-6  Notes to Financial Statements
............................................ F-7                              11    REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Stockholders and Board
of Directors of Empyrean Holdings, Inc. (A Development Stage
Company) Houston, Texas  We have audited the
accompanying balance sheets of Empyrean Holdings, Inc. (a development stage
company) as of December 31, 2008 and 2007 and the related statements of
operation, stockholders' equity (deficit), and cash flows for the years then
ended and for the period from inception (December 30, 2004) through December 31,
2008. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.  We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.  In our opinion, the financial
statements referred to above present fairly, in all material respects, the
financial position of Empyrean Holdings, Inc. as of December 31, 2008 and 2007
and the results of its operations and its cash flows for the years then ended
and for the period from inception (December 30, 2004) through December 31, 2008
in conformity with accounting principles generally accepted in the United States
of America.  The accompanying financial
statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 2 to the financial statements, the Company has not
generated significant revenue since its inception, has incurred losses in
developing its business, and has a working capital deficiency. These factors
raise substantial doubt about the Companys ability to continue as a going
concern. Management's plans regarding those matters also are described in Note
2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.    /s/ MaloneBailey, LLP www.malonebailey.com Houston, Texas  July 22, 2010      12     EMPYREAN HOLDINGS, INC(A Development Stage Company)CONSOLIDATED BALANCE SHEETSDecember 31,2008

2007Current AssetsCash

$
                      354

$
                 1,969Prepaid
expense

-

7,500Account
Receivable

-

1,495Deposits

-

1,175Real
Estate Held For Sale

97,000

202,000Other
Current Assets

10,675

-Total
Current Assets

108,029

214,139Fixed
Assets, net of accumulated depreciation of $0 and $2,792
respectively

-

38,708Total
Assets

$
             108,029

$
            252,847Liabilities and Stockholders' Equity (Deficit)Current
LiabilitiesAccounts
Payables-Trade

132,940

64,979Accrued
Expense

210,000

-Note
Payable-related parties

249,017

157,238Total
Current Liabilities

591,957

222,217Stockholders'
Equity (Deficit)Convertible
preferred stock, $.001 par, 200,000,000 shares authorized,
  15,140,000 shares issued and outstanding

15,140

15,140Common
stock, $.001 par value per share, 1,000,000,000 shares
  authorized; 12,008,066 shares issued and
outstanding

12,008

10,258Addition
Paid-in Capital

1,815,734

1,791,234Accumulated
deficit during development stage

(2,326,810)

(1,786,002)Total
Stockholders' Equity (Deficit)

(483,928)

30,630Total
Liabilities and Stockholders' Equity (Deficit)

$
             108,029

$
            252,847    The accompanying
notes are an integral part of these consolidated financial statements   13     EMPYREAM HOLDINGS, INC(A Development Stage Company)CONSOLIDATED STATEMENTS OF OPERATIONSFor the Period From inception (December 30, 2004) through
December 31, 2008InceptionThroughYear Ended December 31,

December 312008

2007

2008RevenueRental
Income

$
                    -

$
                              -

$
                6,714Construction
Income

59,779

-

59,779Payroll
Processing and other

-

16,564

16,564Sales
of Real Estate

94,000

525,500

978,200Total
Revenue

153,779

542,064

1,061,257Cost
and ExpenseCost
of Real Estate Sold

144,351

601,778

1,160,304General
and Administrative

506,620

623,508

1,678,811Depreciation
Expense

11,168

-

11,168Impairment
of Notes Rec-Related Party

-

162,148

162,148Loss
on Abandonment of Property

-

-

154,354Total
Costs and Expense

517,788

1,387,434

3,166,785Other
Income (Expense)Interest
Income (Expense)

(14,651)

5,071

(88,006)Cost
of Recapitalization

-

-

(115,479)Bad
debt expense

1,495



(1,495)Loss
on settlement of accounts payable

(16,302)



(16,302)Total
other income (Expense)

(32,448)

5,071

(219,787)Net
Loss

(540,808)

(840,299)

(2,326,810)Deemed
Dividend on Preferred Stock Issuance



373,200

373,200Net
Loss attributable to common shareholders

(540,808)

(1,213,499)

(2,700,010)Total
Basic and Diluted Net Loss per Share

$
                        (0.05)

$
               (0.12)Basic
and Diluted Weighted AverageNumber of Shares Outstanding

11,152,510

9,871,217   The
accompanying notes are an integral part of these consolidated financial
statements   14


EMPYREAN HOLDINGS, INC(A Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(DEFICIT)For the Period From inception (December 30, 2004) through
December 31, 2008AccumulatedDeficitAdditional

During thePreferred

Common

Paid in

DevelopmentShares

Amount

Shares

Amount

Capital

Stage

TotalStock
Issued For:25%
Stock Dividend Declared in July 2004
-

$
                       -

50,000,000

$      50,000

$
                    (50,000)

$
                              -

$
                              -Reverse
Acquisition
-

-

200,000,000

200,000

(200,000)

-

-Reverse
Split Declared June 26, 2004
-

-

(245,000,000)

(245,000)

245,000

-

-Net
Loss
-

-







(75)

(75)Balance,
December 31, 2004




5,000,000

5,000

(5,000)

(75)

(75)Stock
Issued For:25%
Stock Dividend Declared in July 2005
-

-

24,978,988

24,979

(24,979)

-

-Reverse
Acquisition
10,000,000

10,000

68,765,951

68,766

(76,228)

-

2,538Reverse
Split Declared June 26, 2005
-

-

(121,269,873)

(121,270)

121,270

-

-Services
-

-

30,000,000

30,000

150,000

-

180,000Net
Loss
-

-

-

-

-

(614,703)

(614,703)Balance,
December 31, 2005
10,000,000

10,000

7,475,066

7,475

165,063

(614,778)

(432,240)Stock
Issued For:Debt
-

-

150,000

150

303,615

-

303,765Services
-

-

2,233,000

2,233

176,097

-

178,330Property
1,000,000

1,000

-

-

252,664

-

253,664Debt
Forgiveness
-

-

-

-

518,335

-

518,335Net
Loss
-

-

-

-

-

(330,925)

(330,925)Balance,
December 31, 2006
11,000,000

11,000

9,858,066

9,858

1,415,774

(945,703)

490,929Stock
Issued For:Property
4,140,000

4,140





741,060

-

745,200Services




400,000

400

7,600

-

8,000Deemed
Dividend








(373,200)

-

(373,200)Net
Loss










(840,299)

(840,299)Balance,
December 31, 2007
15,140,000

15,140

10,258,066

10,258

1,791,234

(1,786,002)

30,630Stock
Issued For:Services
-

-

1,750,000

1,750

24,500

-

26,250Net
Loss
-

-

-

-

-

(540,808)

(540,808)Balance,
December 31, 2008
15,140,000

$
               15,140

12,008,066

$
         12,008

$
                 1,815,734

$
            (2,326,810)

$
                 (483,928)  The
accompanying notes are an integral part of these consolidated financial
statements


15


EMPYREAN HOLDINGS, INC(A Development Stage Company)CONSOLIDATED STATEMENTS OF CASH FLOWSFor the Period from inception (December 30, 2004) through
December 31, 2008InceptionYear
Ended

Year
Ended

Through31-Dec-08

31-Dec-07

31-Dec-08Cash Flows From
Operating ActivitiesNet loss
$
  (540,808)

$   (840,299)

$(2,326,810)Adjustments to
reconcile net loss to cashprovided by
(used in) operating activitiesDepreciation
and Amortization
11,168

2,792

35,192Stock
issued for services
26,250

8,000

277,250Stock
based compensation
-

-

120,000Cost
of recapitalization
-

-

115,479Bad
Debt
-

162,148

162,148Loss on sale of
property
-

-

43,977Impairment loss on
property
-

-

11,500Loss on settlement of
accounts payable
16,302



16,302Loss on abandoned
investment property
-

-

154,354Changes in:Account
Receivable
1,495

(1,495)

-Prepaid
expenses and Other Current Assets
(2,000)

(8,149)

(10,674)Land
Held for sale
105,000

184,500

289,500Accounts
payable and accrued expenses
304,271

49,715

478,720Net Cash
(Used)Provided by Operating Activities
$
       (78,322)

$
  (442,788)

$
 (633,062)Cash Flows from
Investing ActivitiesPayment
received on note receivable
-

46,500

(46,500)Purchase
of fixed Assets
-

(41,500)

(41,500)Proceeds
from sale of real estate
-

-

330,023Issuance
of note receivable
-

(108,648)

(208,648)Net
Cash used in Investing Activities
-

$ (103,648)

$
   126,375Cash Flows from
Financing ActivitiesProceeds
from issuance of  Common stock
-

372,000

374,538Proceeds
from related party debt
143,207

247,962

488,588Principal
payments on related party debt
(66,500)

(107,000)

(356,085)Net cash Provided in
(Used)in Financing Activities
$    76,707

$    512,962

$
   507,041Net Increase
(Decrease) in Cash
(1,615)

(33,474)

354Cash at Beginning of
period
1,969

35,443

-Cash at End of
period
$
        354

$
       1,969

$
          354Supplemental
disclosures   16       Cash Paid for Interest
Cash Paid for income
taxes




$
     10,914
$
                 -Non cash financing and
investing activities
Shares issued to settle
related party debt




$
     72,759Shares issued for
property


$ 745,200

$ 1,517,200Forgiveness of related
party




$
   226,334 The
accompanying notes are an integral part of these consolidated financial
statements   17


EMPYREAN HOLDINGS, INC. (A
Development Stage Company) NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS For
the Period from inception (December 30, 2004) through December 31, 2008   NOTE
1 - BASIS OF PRESENTATION & SIGNIFICANT ACCOUNTING POLLICIES Nature of business: Empyrean Holdings, Inc. was incorporated in
Nevada on December 30, 2004.  Empyrean is a development stage entity whose
activities to date have included business planning, capital raising activities
and limited purchases and sales of real estate. The delay in obtaining funding exacerbated by the severe downturn
in the economy resulted in little progress being made in the development of the
companys wholly owned subsidiaries during the year. Empyrean Staffing, Inc.
remained dormant and minimal progress was made with Empyrean Construction, Inc.
despite having obtained General Contractors licenses for the States of Nevada
and California. Due to the inability to obtain project financing and the severe
downturn in the construction industry a decision was taken to shut down all
operations of this subsidiary on October 24, 2008. The Sacramento office was
closed and with little indication available on the time period necessary for a
substantial recovery in the construction industry, there is presently no
intention to restart this business. Certain
amounts from 2007 have been reclassified to agree with 2008 classifications.  Use
of Estimates. In preparing financial statements, management makes estimates
and assumptions that affect the reported amounts of assets and liabilities in
the balance sheet and revenue and expenses in the statements of income and
expenses.  Actual results could differ from those estimates.  Principles of Consolidation:  The accompanying
financial statements include the accounts of Empyrean and its wholly owned
subsidiaries, Tradewinds International Corporation, Empyrean Properties, Inc.,
Empyrean Construction, Inc. and Empyrean Staffing, Inc. All significant
inter-company balances and transactions with consolidated subsidiaries have been
eliminated in consolidation.  Cash
and Cash Equivalents. For purposes of the statements of cash flow, Empyrean
considers all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.  Property and Equipment. Property and equipment is stated at
cost, net of accumulated depreciation.  Depreciation is computed using the
straight-line method over the estimated useful lives of the respective assets,
which range from three to seven years. Land held for sale is not
depreciated.  Revenue Recognition: Revenue is recognized when persuasive
evidence of an arrangement exists, service has been rendered, the sales price is
fixed or determinable, and collectability is reasonably assured.  Income Taxes: Empyrean recognizes deferred tax assets and
liabilities based on differences between the financial reporting and tax bases
of assets and liabilities using the enacted tax rates and laws that are expected
to be in effect when the differences are expected to be recovered. Empyrean
provides a valuation allowance for deferred tax assets for which it does not
consider realization of such assets to be more likely than not.  Share-Based Compensation: Empyrean accounts for stock-based
compensation issued to employees and non-employees as required by SFAS No. 123
(R), "Accounting for Stock Based Compensation." Under


18


these provisions, Empyrean records expense over the related
service period based on the fair value of the awards at the date of grant.  Earnings Per Share: The basic net loss per common share is
computed by dividing the net loss by the weighted average number of common
shares outstanding. Diluted net loss per common share is computed by dividing
the net loss adjusted on an "as if converted" basis, by the weighted average
number of common shares outstanding plus potential dilutive securities. For the
years ended December 31, 2008 and 2007, there were no dilutive securities
outstanding.  Recent Accounting Pronouncements:The Company does
not expect that the adoption of recently issued accounting pronouncements will
have a material impact on its financial position, results, of operations or cash
flows.  NOTE
2 - GOING CONCERN  As
shown in the accompanying financial statements, Empyrean has incurred net losses
since inception and has a negative working capital. These conditions raise
substantial doubt about Empyrean's ability to continue as a going concern.
Management is trying to raise additional capital through sales of common stock
as well as seeking financing from third parties. The financial statements do not
include any adjustments that might be necessary if Empyrean is unable to
continue as a going concern.  NOTE
3 - INCOME TAXES  December
31, 2008 December
31, 2007 Deferred
tax assets - NOLs $ 791,115 $607,000 Less:
valuation allowance  (791,115) (607,000) -------- ________________ Net
deferred taxes $ - $
                    -   ======== ========  Empyrean has net operating loss carry-forwards of $2,326,810 at
December 31, 2008, which begin expiring in 2025.   NOTE
4  SALE OF REAL ASSETS  In
March 2008, one of the three lots in Kewaskum, Wisconsin acquired in June 2007
was sold for $49,000 and this yielded net proceeds of $45,033.  In April
2008 another one of the remaining two lots was sold for $45,000 with net
proceeds of $41,903.  As the
proceeds received were less than the original carrying value of these assets,
the company incurred a loss of $13,480.  NOTE
5  PROPERTY & EQUIPMENT  Due to
the severe financial problems encountered it was not possible to keep up with
lease payments for Empyrean Constructions office in Sacramento, California.
When the business for this subsidiary was terminated on October 24, 2008 and
this office closed, our property and equipment were handed over to the lessor
that was owed 6 months rental of $11,241. Net book value was $27,543 which was
used to the settle the outstanding lease payable of $11,241. For 2008, the
company recorded a loss of 16,302.  As of
December 31, 2007, property and equipment were as follows:


19


Life (Years)Cost
Accumulated Depreciation
Net Book ValueFurniture &
fixtures
7
14,000
500
13,500Computer
Equipment
3
17,500
1,458
16,042Computer
Software
3
10,000
834
9,166Total

41,500
2,792
38,708  NOTE
6  NOTES RECEIVABLE AND PAYABLE - RELATED PARTY  The
IMR, LLC Note receivable of $161,648 was impaired at December 31, 2007 due to
this company filing for bankruptcy. For the year ended December 31, 2008 there
has been no contact of any kind from the bankruptcy court or the Trustee.  During 2007, Empyrean
received advances from IMR, LLC of $216,385 and repaid $98,000, resulting in a
note payable balance of $118,385. This note payable incurs interest at 8% per
annum. As of December 31, 2008 Empyreans Note payable due to IMR, LLC of
$132,578, which includes $14,193 of  interest.  Advances made by Tom
Bojadzijev before his termination as a real estate consultant for Empyrean
continues to accrue interest at 8 % per annum. The amount of this note is
$17,493 inclusive of accrued interest through December 31, 2007. As of December
31, 2008 the note increased to $18,713 due to additional accrued interest. The
note is due on demand.  During 2007, loans
totaling $16,000 were made by an officer to the company. These advances incur
interest at a rate of 8% per annum.During
2008, loans totaling $143,207 were made by officers to the company. The company
repaid $66,500 during the year.  These advances incur interest at a rate of
8% per annum and are due on demand.  NOTE
7 - COMPENSATION FOR OFFICERS  For
2008, no remuneration in the form of consulting fees and/or allowances was paid.
However, 1,750,000 shares of common stock were awarded to an officer on August
20, 2008 for consulting services rendered. These shares had a value, based upon
the market price at the date of grant, of $26,250 which was expensed during the
year.  For the extensive development work
provided by the two officers a total of $199,500 was paid as consulting fees
during the year. One officer, however,  resigned his position as Director
and CFO in November 2007 and a replacement has yet to be obtained. The remaining
officer was issued 400,000 restricted shares vesting immediately in December
2007 as compensation for dealing with the extra work load. These shares had a
value, based upon the market price at date of grant, of $8,000, which was
expensed during 2007.  NOTE
8  REAL ESTATE HELD FOR SALE  As of
December 31, 2008 and 2007, the company recorded $97,000 and $202,000 of real
estate held for sale. These real estate properties were presented to reflect the
lower of cost or the fair value less cost to sell on the accompanying balance
sheets.


20


NOTE
9  COMMITMENTS AND CONTINGENCIES  The
term of the lease agreement with Corporate Office Centers for two 160 square
foot offices located at 11200 Westheimer Rd., Suite 900, Houston Texas, 77042
was revised to one year on April 1, 2008 and the basic rental increased to
$1,701 per month. Extra costs averaging about $250 per month are incurred for
other office services and facilities.  Due to
need to reduce company expenses, this lease was modified to only one 160 square
foot office for a basic rental of $805 per month on December 1, 2008 and term of
the lease extended to June 30, 2009.  ECIs
branch office at Las Vegas located at 3960 Howard Hughes Parkway, Suite 500, Las
Vegas, Nevada 89109 and leased on a month to month basis from Regus Business
Centers for $400 per month was closed in August 2008 due to the severe downturn
in business for the construction industry.  During
2007, the Key West condominium was lost through foreclosure action taken by Huck
Finn, LLC, the note holder.  Empyrean has removed both the Key West
Property and Senior Secured Note (including related default accruals) from its
books and has recognized a loss on abandoned real estate investment property of
$139,095.  It is managements belief that, once sold, the proceeds realized
from the sale of the Key West Property should be sufficient to settle the amount
due under the foreclosure judgment of $617,000. In the event that the proceeds
from the ultimate sale are not sufficient to cover the amount due under the
foreclosure judgment, Empyrean may be responsible for making up the shortfall.
As of December 31, 2008, Huck Finn, LLC has yet sold the property. In addition,
management has determined that the probability of additional loss associated
with the Key West Condominium is remote. Thus, no additional accrual was
recorded as of December 31, 2008 and 2007.  NOTE
10- SUBSEQUENT EVENTS   In
December 2008, the company entered into an agreement with a private equity to
invest up to $10 million to purchase the companys stock. As of July 2010, there
has been no activities related to this agreement.  On
March 2, 2009, an ex-employee made a claim for unpaid wages to the US Department
of Labor (Wage and Hour Division). A full settlement was obtained for the case
by agreeing to pay him $15,604.00 in 5 (Five) quarterly installments as
recommended by the Labor Department.  In June
2009, the company resolved to pledge its real estate property to obtain a
mortgage loan of $36,500. The loan was subsequently paid off as the company sold
its real estate property.  During
July 2009, 5,200,000 restricted common shares were sold through a Private
Placement to an investor. A warrant that expires on July 12, 2010  for the
 purchase of a further  5,200,000 shares were also issued to this
investor.  In July
2009, an option for purchase agreement is finalized with the owner of real
property in Santa Barbara, California, 5,000,000 restricted common shares were
issued. The company has the right to purchase these shares for $50,000 no later
than 6 months from the date of issue.


21





ITEM 9.
  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE  None.  ITEM 9A. CONTROLS
AND PROCEDURES  Evaluation of Our
Disclosure Controls  Under the supervision
and with the participation of our senior management, including our chief
executive officer and chief financial officer, we conducted an evaluation 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 Securities
Exchange Act of 1934, as amended (the Exchange Act), as of the end of the
period covered by this annual report (the Evaluation Date).  Based
on this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were not effective such that the information relating to us, required to be
disclosed in our Securities and Exchange Commission (SEC) reports (i) is
recorded, processed, summarized and reported within the time periods specified
in SEC rules and forms, and (ii) is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate to allow timely decisions regarding required disclosure.  Managements Report on Internal Control over Financial
Reporting  Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is designed to provide reasonable assurances regarding the reliability of
financial reporting and the preparation of our financial statements in
accordance with U.S. generally accepted accounting principles, or GAAP. 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 or compliance
with the policies or procedures may deteriorate.  With
the participation of our Chief Executive and Financial Officer, our management
conducted an evaluation of the effectiveness of our internal control over
financial reporting as of December 31, 2008, based on the framework in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission ("COSO"). Based on our evaluation, management
concluded that we did not maintain effective internal control over financial
reporting as of December 31, 2008, based on the COSO framework criteria.  This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Managements report was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only managements report in
this annual report.  Limitations on Effectiveness of Controls and Procedures  Our
management, including our Chief Executive and Financial Officer, does not expect
that our disclosure controls and procedures or our internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide


22


absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations
include, but are not limited to, the realities that judgments in decision-making
can be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
control. The design of any system of controls also is based in part upon certain
assumptions about the likelihood of future events and there can be no assurance
that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be detected.  Changes in Internal Control Over Financial Reporting  There have been no
changes in our internal control over financial reporting that occurred during
the quarter ended December 31, 2008, that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.   ITEM 9B. OTHER
INFORMATION  None.


23


PART III  ITEM 10.
 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Directors and
Executive Officers  The names, ages, and
respective positions of the directors, officers, and significant employees of
the Company are set forth below.  Mr. Lee has held his positions since
March 2001 and there are no other person(s) who can be classified as a promoter
or controlling person of the Company.  Mr. Robert L. Lee,
Director, President and CEO, Secretary and Treasurer   Age 66  Mr. Lee obtained his
financial management experience from Price Waterhouse and Associates (UK) and
also studied consulting methods and systems with the International Society of
Organizational Development (US)  He was involved in
the plantation industry in Malaysia, Indonesia and Thailand for over 30 years.
He served as Senior Advisor and Director of the management company of one of the
largest publicly traded plantation groups before he migrated to the US. He has been
registered as a consultant for finance and management of tropical tree crops
with the World Bank and has served as an Independent consultant for business
development projects in the Ivory Coast, Senegal, the Bahamas, Belize, Mexico,
Panama and Pakistan.  Code of Ethics The Company intends
to adopt a Code of Business Conduct and Ethics (Code) applicable to its
officers, directors, and employees, which includes the principal executive
officer and the principal financial officer The purpose of the Code will be to
provide legal and ethical standards to deter wrongdoing and to promote:  (a)
 Honest and ethical conduct; (b)
Full, fair, accurate, timely and understandable disclosures (c)Compliance
with laws, rules, and regulations; (d)
Prompt internal reporting of violations of the Code; and (e)
 Accountability for adherence to the Code.   ITEM 11.
 EXECUTIVE COMPENSATION.  For 2008 no
remuneration in the form of consulting fees and/or allowances was paid. However,
1,750,000 shares of common stock were awarded to an officer on August 20, 2008
for consulting services rendered. These shares had a value, based upon the
market price at the date of issue, of $17,500 which was expensed during the
year.   There are no
annuity, pension or retirement benefits proposed to be paid to officers,
directors or employees of the corporation in the event of retirement at normal
retirement date pursuant to any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.


24


ITEM 12.
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS  The following table
sets forth, as of the date of this annual report, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The stockholders listed below have direct ownership of their
shares and possess sole voting and dispositive power with respect to the
shares.  Name and
Address
Number of
Percentage ofBeneficial
Ownership (2)
Shares
Ownership (1)Hesperia
Advisors Limitedc/o First
Independent Trust (Curacao) N.V. 7 Abraham de Veerstraat,P.O. Box 840,
Willemstad, Curacao, Netherlands Antilles
5,000,000
41.63 %Robert L.
Lee12400
Brookglade Circle, Unit 63,
3,214,000
26.77
%Houston, TX
77099William
Melchiori
1,235,336
10.29
%15205 Foxboro
Drive, Truckee,
CA 96161  (1) The
percent of class is based on 12,008,066 shares of common stock issued and
outstanding as of December 31, 2008.  (2) As
used herein, the term beneficial ownership with respect to a security is defined
by Rule 13d-3 under the Securities Exchange Act of 1934 as consisting of sole or
shared voting power (including the power to vote or direct the vote) and/or sole
or shared investment power (including the power to dispose or direct the
disposition of) with respect to the security through any contract, arrangement,
understanding, relationship or otherwise, including a right to acquire such
power(s) during the next 60 days.  Unless otherwise noted, beneficial
ownership consists of sole ownership, voting and investment rights.  Securities
Authorized for Issuance Under Equity Compensation Plans  We have not adopted
any equity compensation plans since our inception.


25


ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.  INCLUDE LIST OF DIRECTORS, COMMITTEES ON WHICH THEY SERVE
AND IF THEY ARE INDEPENDENT DIRECTORS-  Other than as set
forth in Item 7, there are no relationships, transactions, or proposed
transactions to which the registrant was or is to be a party, in which any of
the named persons set forth in Item 404 of Regulation SB had or is to have a
direct or indirect material interest.  ITEM14.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES.  1. Audit
Fees: Aggregate
fees billed for each of the last two (2) fiscal years for professional services
rendered by the principal accountant for the audit of the annual financial
statements and review of financial statements included on Form 10-QSB:  2007: $31,380 2008: $5,750  2. Audit-Related
Fees: Aggregate
fees billed in each of the last two (2) fiscal years for assurance and related
services by the principal accountant that are reasonably related to the
performance of the audit or review of the financial statements and are not
reported previously.  2007: $0 2008: $0  3. Tax
Fees: Aggregate
fees billed in each of the last two (2) fiscal years for professional services
rendered by the principal accountant for tax compliance, tax advice, and tax
planning.  2007: $0 2008: $0  4. All
Other Fees: Aggregate
fees billed in each of the last two (2) fiscal years for products and services
provided by the principal accountant, other than the services previously
reported.  2007: $0 2008: $0  5. Audit
Committee Pre-Approval Procedures.  The Board of Directors has not, to
date, appointed an Audit Committee.  PART IV ITEM 15.
 EXHIBITS  Exhibit No.
Document
Location3.1
Articles of
Incorporation
Incorporated by
Reference3.2
Bylaws
Incorporated by
Reference31.1 and 31.2
Certifications
per Rule 13a-14(a)/15d-14(a)
Included32.1 and 32.2
Certifications
per Section 1350
Included


26


SIGNATURES  Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.  EMPYREAN HOLDINGS,
INC.  /s/ Robert L.
Lee_ Robert L. Lee,
President and CEO Date:  July
26, 2010  Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.  /s/ Robert
L. LeeRobert L. Lee,
President and CEODate:
 July 26, 2010


27