U.S. SECURITIES AND
EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(D)

OF THE SECURITIES
EXCHANGE ACT OF1934



FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2003



EMPYREAN
COMMUNICATIONS, INC.

----------------------------

(Name of Small
Business Issuer in its charter)



|Nevada                                           | 000-30118                  | 88-0413417                
|------------------------------------------------ | -------------------------- | --------------------------
|State or other
    jurisdiction of incorporation | Commission File
    Number | IRS Identification
    No.



2537 South Gessner,
Suite 114, Houston Texas 77063

-------------------------------------------

Address of principal
executive offices) (Zip Code)



Issuer's telephone
number: (713) 260-7236

-----------------------------







Securities to be registered pursuant
to Section 12(b) of the Act:



None



Securities to be registered pursuant
to Section 12(g) of the Act:



Title of Class: Common Stock



Title of Class: Preferred



Check whether the issuer (1) filed
all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [_]



Check if there is no disclosure of
delinquent filers in response to Item 405 of Regulation S-B is not contained in
this form, and no disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
[X]



Revenues for the fiscal year ended
December 31, 2003 were NIL



The Aggregate market value of the
voting and non-voting common equity held by non-affiliates computed by reference
to the average bid and asked price of such common equity as of March 19, 2004:
$260,895



Number of shares of Common Stock,
$0.001 par value per share, of the registrant outstanding as of December 31,
2003: * 16,265,951



Note:

* 1,150,000 shares "on hold" and
awaiting return by a third party not included.



Number of shares of Preferred Stock
of the registrant outstanding as of December 31, 2003: 10,000,000



DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated herein
by reference.



Transitional Small Business Issuer
Format Yes No X

----     ----



CAUTIONARY STATEMENTS
REGARDING FORWARD-LOOKING INFORMATION



Certain statements in this annual
report on Form 10-KSB 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.





PART I.

ITEM 1. DESCRIPTION OF BUSINESS



(a) Business Development.



Empyrean Communications, Inc., a
Nevada corporation ("Company"), 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., The business office of the Company is located at 2537
South Gessner, Suite 114, Houston Texas 77063. Currently, the Company has no
employees. The Company anticipates venturing into other businesses with the
intent of being in a better position to improve its anticipated income position.
Management feels that such diversification may be a hedge against the continuing
concerns of raising capital to fund its operations and diversify its holdings,
and will produce a direct and tangible benefit to the Company in the future.



(b) Business of Issuer.





Empyrean
Communications, Inc., formed as a private company in 2000, was originally
intended to be a broadband provider capable of delivering fiber capacity to
OC-192 levels. The company, however, after considering the plight of the
broadband industry in late 2001 and early 2002, decided that it would be prudent
to undertake other businesses that would be capable of providing it with income
streams. After detailed study, a decision was made to move into the basalt fiber
manufacturing and derivative products business.



In January 2002, the
company purchased two Virginia corporations, Basalt Fiber Company and Belfiber
Corporation, which are involved in the basalt fiber industry, through a stock
swap. Empyrean Communications Inc. issued 10,000,000 common shares and
10,000,000 preferred stock for all the outstanding shares of these two
companies. Mr. Anthony Fanale, the previous owner of these two companies and an
experienced expert in the basalt fiber industry joined the company's Board of
Directors and continues to be responsible for all the activities of these basalt
fiber related companies.





To-date the company
has no business operations, as efforts made to obtain financing to set up
manufacturing facilities for Basalt Fiber Company have not been successful.
Similarly, Belfiber Corporation remains dormant, as it has not been possible to
find a suitable business for it.



In view of the
inability to commence business operations, the purchase price of $2,600,00 for
these two companies were written off in 2002.





However, efforts to
obtain financing for Basalt Fiber Company continue and better progress appears
possible in view of the upturn in economic conditions. Management is currently
in contact with an investment banking firm in New York and also an overseas
hedge fund.





The company is also
considering the acquisition of Basalt Specialty Products, Inc., through a stock
swap. This North Carolina corporation, which carries $180,000 of ready to use
inventory, is a manufacturer of high demand basalt fiber derivative products.





Controls and
Procedures





Our management has
conducted an evaluation of the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-14(c) promulgated under the Securities and
Exchange Act of 1934, as amended) as of a date (the "Evaluation Date") prior to
the filing date of this report. Based upon that evaluation, our management has
concluded that our disclosure controls and procedures are effective for timely
gathering, analyzing and disclosing the information we are required to disclose
in our reports filed under the Securities Exchange Act of 1934, as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly affect our internal controls subsequent to the
Evaluation Date.





ITEM 2. PROPERTIES





Empyrean
Communications, Inc. does not own any real property. The current verbal lease
agreement is for a 140 square feet office located at 2537 South Gessner, Suite
114, Houston Texas, 77063. The terms of the lease is month to month and rental
payment is not currently required.





ITEM 3. LEGAL PROCEEDINGS



The Company is not involved in any
legal proceedings.



ITEM 4. SUBMISSION OF
MATTERS TO A VOTE OF SECURITY HOLDERS





The holding of the
Annual Stockholders meeting to deal with normal business is under consideration
for around mid-2004, as an earlier date is no longer suitable due to other more
pressing corporate developments. In addition, the shareholders will be asked to
vote on changes to its Articles of Incorporation that will involve a name change
to Empyrean Corporation, expanding voting rights for holders of Preferred Stock
of the Company and increases in the Company's authorized preferred and common
stock. The name change that will do away with the word "communications" is in
fact necessary, as the company has withdraw from the communications bandwidth
business in the fall of 2001, and intends to diversify to other businesses in
the near future.





PART II.

ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY AND RELATED SHAREHOLDERS MATTERS.



On March 3, 2000 the Company was
cleared by the NASD for trading on the OTC Bulletin Board. The symbol under the
name Empyrean Communications, Inc. is EPYR



At the present time, there are no
assets available for the payment of dividends. The Company does not anticipate
paying any dividends in the next twelve months.



The Articles of Incorporation
currently authorize the issuance of 50,000,000 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, 2003, the Company had 17,415,951 shares 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.



Share Purchase Warrants



At December 31, 2003, no share
purchase warrants were outstanding.



Share Purchase Option



At December 31, 2003, 3,250 share
purchase options were outstanding. Each option entitles the holder to purchase
one additional share of the company at $300 per share until April 17, 2010.



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.



ITEM 6. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.



In January of 2002, the Company
acquired, by way of a stock swap, two Virginia fiber-manufacturing companies,
Belfiber Company and Basalt Fiber Company. In so doing, the Company acquired
100% of all outstanding stock of both companies, and intends to direct all of
its efforts to the development of these companies, as well as possible future
acquisitions of any viable businesses in other sectors like real estate,
financial services, oil and gas and medical and technology. To reflect this
revised business strategy and that the company has given up the
telecommunications bandwidth business, a name change to Empyrean Corporation
will be done.



The high and low prices for the
company's stock by quarters for 2003 are given below:



|     | 1st
    quarter | 2nd.
    Quarter | 3rd.
    quarter | 4th.
    Quarter
|---- | --------------- | ---------------- | ---------------- | ----------------
|     |                 |                  |                  |                 
|High | 0.05            | 0.045            | 0.066            | 0.055           
|     |                 |                  |                  |                 
|Low  | 0.03            | 0.02             | 0.035            | 0.035           



ITEM 7. FINANCIAL STATEMENTS



Included herewith are the following
financial statements:

---



INDEPENDENT AUDITORS
REPORT



To the Board of Directors

Empyrean Communications, Inc.

(A Development Stage Company)

Houston, Texas



We have audited the accompanying
consolidated balance sheet of Empyrean Communications, Inc. as of December 31,
2003, and the related consolidated statements of expenses, stockholders'
deficit, and cash flows for the year ended and the period from October 30, 2000
(Inception) through December 31, 2003. These consolidated financial statements
are the responsibility of Empyrean's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
consolidated financial statements for the period October 30, 2000 (Inception)
through December 31, 2002, were audited by other auditors whose reports
expressed unqualified opinions on those statements. The consolidated financial
statements for the period October 30, 2000 (Inception) through December 31,
2002, include total revenues and net loss of $0 and $4,762,824, respectively.
Our opinion on the consolidated statements of expenses, stockholders' deficit
and cash flows for the period October 30, 2000 (Inception) through December 31,
2002, insofar as it relates to amounts for prior periods through December 31,
2002, is based solely on the report of other auditors.



We conducted our audit in accordance
with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.



In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Empyrean Communications, Inc., as of December 31,
2003, and the results of its operations and its cash flows for the period
described in conformity with accounting principles generally accepted in the
United States of America.



The accompanying consolidated
financial statements have been prepared assuming that Empyrean will continue as
a going concern. As discussed in Note 2 to the consolidated financial
statements, Empyrean has suffered recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters also are
described in Note 2. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



As discussed in Note 10 to these
consolidated financial statements, an error resulting in an overstatement of
previously reported stockholders deficit and net loss for 2001 were discovered
by the management of Empyrean during March 2004. Accordingly, adjustments have
been made as of December 31, 2001 to correct the errors.



MALONE & BAILEY, PLLC

www.malone-bailey.com

Houston, Texas

March 8, 2004

---





INDEPENDENT AUDITORS'
REPORT



To the Stockholders,

Empyrean Communications, Inc.

(A Development Stage Company)



We have audited the accompanying
consolidated statements of loss, stockholders' equity and cash flows of Empyrean
Communications, Inc. (A Development Stage Company) for the year ended December
31, 2002 and for the period October 30, 2000 (Date of Incorporation) to December
31, 2002. 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 auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform an audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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, these consolidated
financial statements referred to above present fairly, in all material respects,
the results of operations and cash flows of Empyrean Communications, Inc. for
the year ended December 31, 2002 and for the period October 30, 2000 (Date of
Incorporation) to December 31, 2002, in conformity with accounting principles
generally accepted in the United States of America.



The accompanying financial statements
referred to above have been prepared assuming that the Company will continue as
a going concern. As discussed in Note 2 to the financial statements, the Company
is in the development stage, has no established source of revenue and is
dependent on its ability to raise capital from shareholders or other sources to
sustain operations. These factors, along with other matters as set forth in Note
2, raise substantial doubt that the Company will be able to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.



Vancouver, Canada "AMISANO HANSON"

April 15, 2003 Chartered Accountants

---





EMPYREAN
COMMUNICATIONS, INC.

(A Development Stage
Company)

CONSOLIDATED BALANCE
SHEET

December 31, 2003







|ASSETS                                    |                                                      |                                                         
|----------------------------------------- | ---------------------------------------------------- | --------------------------------------------------------
|                                          |                                                      |                                                         
|Current Assets                            |                                                      |                                                         
|                                          | Cash                                                 | $                                                       
|                                          |                                                      |                                                         
|                                          |                                                      |                                                         
|                                          |                                                      |                                                         
|                                          |                                                      |                                                         
|LIABILITIES AND STOCKHOLDERS'
    DEFICIT |                                                      |                                                         
|                                          |                                                      |                                                         
|LIABILITIES                               |                                                      |                                                         
|                                          |                                                      |                                                         
|Current Liabilities                       |                                                      |                                                         
|                                          |                                                      |                                                         
|                                          | Accounts Payable                                     | $                                                       
|                                          | Notes payable to shareholders                        |                                                         
|                                          |                                                      |                                                         
|                                          | Total Current Liabilities                            |                                                         
|                                          |                                                      |                                                         
|Commitments and Contingencies             |                                                      |                                                         
|STOCKHOLDERS' DEFICIT                     |                                                      |                                                         
|                                          |                                                      |                                                         
|                                          | Preferred stock, $.001 par,
    10,000,000 shares    |                                                         
|                                          |                                                      | authorized, 10,000,000 shares
    issued and outstanding
|                                          | Common stock, $.001 par,
    50,000,000 shares       |                                                         
|                                          |                                                      | authorized, 16,265,951 shares
    issued and outstanding
|                                          | Paid in capital                                      |                                                         
|                                          | Deficit accumulated during the
    development stage |                                                         
|                                          |                                                      |                                                         
|                                          |                                                      | Total Stockholders' Deficit                             
|                                          |                                                      |                                                         
|                                          |                                                      |                                                         
|                                          |                                                      |                                                         



























See accompanying
summary of accounting policies

and notes to financial
statements.

---



EMPYREAN
COMMUNICATIONS, INC.

(A Development Stage
Company)

CONSOLIDATED
STATEMENTS OF EXPENSES

Years ended December
31, 2003 and 2002 and the Period

from October 30, 2000
(Inception) Through December 31, 2003







|                            |                    |             | 2003        |              | 2002         |               | Inception
    Through
    2003
|--------------------------- | ------------------ | ----------- | ----------- | ------------ | ------------ | ------------- | ------------------------------
|                            |                    | ----------- |             | ------------ |              | -------------
|General and administrative  |                    | $           | 854,123     |              | $            | 968,831       |                               
|Impairment of investment    |                    |             |             |              |              | 2,600,000     |                               
|Gain on forgiveness of debt |                    |             |             |              |              | (68,227)      |                               
|                            |                    |             | ----------- |              | ------------ |               | -------------                 
|Net loss                    |                    | $           | (854,123)   |              | $            | (3,500,604)   |                               
|                            |                    |             | =========== |              | ============ |               | =============                 
|                            |                    |             |             |              |              |               |                               
|Basic and diluted loss per  |                    |             |             |              |              |               |                               
|                            | common share       |             |             | $(.09)       |              |               | $(2.42)                       
|Weighted average common     |                    |             |             |              |              |               |                               
|                            | Shares outstanding |             |             | 9,473,732    |              |               | 1,444,672                     





























































See accompanying
summary of accounting policies

and notes to financial
statements.

---





EMPYREAN
COMMUNICATIONS, INC.

(A Development Stage
Company)

CONSOLIDATED STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT

Period from October
30, 2000 (Inception)

Through December 31,
2003



|                                         |                           | Preferred  |           | Common   
|---------------------------------------- | ------------------------- | ---------- | --------- | ---------
|                                         |                           | Shares     |           |          
|                                         |                           | ---------- |           | ---------
|Stock issued for:                        |                           |            |           |          
|                                         | - cash                    | -          |           | $        
|                                         | - reverse acquisition     |            |           |          
|Forgiveness of debt by related
    party |                           |            |           |          
|Net loss                                 |                           |            |           |          
|                                         |                           | ---------- |           | ---------
|Balances (Restated),                     |                           |            |           |          
|                                         | December 31, 2001         | -          |           |          
|                                         |                           |            |           |          
|Stock issued for:                        |                           |            |           |          
|                                         | - services                |            |           |          
|                                         | - prepaid expense         |            |           |          
|                                         | - accounts payable        |            |           |          
|                                         | - acquisition of Belfiber | 10,000,000 |           |          
|                                         | - acquisition of Basalt   |            |           |          
|Net loss                                 |                           |            |           |          
|                                         |                           | ---------- |           | ---------
|Balances (Restated),                     |                           |            |           |          
|                                         | December 31, 2002         | 10,000,000 |           |          
|                                         |                           |            |           |          
|Stock issued for:                        |                           |            |           |          
|                                         | - cash                    |            |           |          
|                                         | - note payable            |            |           |          
|                                         | - services                |            |           |          
|                                         | - settlements             |            |           |          
|Stock returned by majority               |                           |            |           |          
|                                         | shares for issuance       |            |           |          
|                                         | in settlements            |            |           |          
|Imputed interest on notes payable        |                           |            |           |          
|                                         | to shareholders           |            |           |          
|Net loss                                 |                           |            |           |          
|                                         |                           | ---------- |           | ---------
|Balances, December 31, 2003              | 10,000,000                |            | $         | 10,000   
|                                         | ==========                |            | ========= |          































See accompanying
summary of accounting policies

and notes to financial
statements.

---



EMPYREAN
COMMUNICATIONS, INC.

(A Development Stage
Company)

CONSOLIDATED STATEMENT
OF CHANGES IN STOCKHOLDERS' DEFICIT

Period from October
30, 2000 (Inception)

Through December 31,
2003



|                                         |                           | Paid in Capital |               | Deficit
    Accumulated During The Development Stage |               | Totals       
|---------------------------------------- | ------------------------- | --------------- | ------------- | ---------------------------------------------------- | ------------- | -------------
|                                         |                           | -----------     |               | -------------                                        |               | -------------
|Stock issued for:                        |                           |                 |               |                                                      |               |              
|                                         | - cash                    | $               | 963           |                                                      |               |              
|                                         | - reverse acquisition     |                 | (26)          |                                                      |               |              
|Forgiveness of debt by related
    party |                           | 29,578          |               |                                                      |               |              
|Net loss                                 |                           |                 |               | $                                                    | (1,003,541)   |              
|                                         |                           | -----------     |               | -------------                                        |               | -------------
|                                         |                           |                 |               |                                                      |               |              
|Balances (Restated),                     |                           |                 |               |                                                      |               |              
|                                         | December 31, 2001         |                 | 30,515        |                                                      |               | (1,003,541)  
|                                         |                           |                 |               |                                                      |               |              
|Stock issued for:                        |                           |                 |               |                                                      |               |              
|                                         | - services                |                 | 806,287       |                                                      |               |              
|                                         | - prepaid expense         |                 | 258,428       |                                                      |               |              
|                                         | - accounts payable        |                 | 964,665       |                                                      |               |              
|                                         | - acquisition of Belfiber |                 | 1,290,000     |                                                      |               |              
|                                         | - acquisition of Basalt   |                 | 1,299,500     |                                                      |               |              
|Net loss                                 |                           |                 |               |                                                      | (3,500,604)   |              
|                                         |                           | -----------     |               | -------------                                        |               | -------------
|Balances (Restated),                     |                           |                 |               |                                                      |               |              
|                                         | December 31, 2002         |                 | 4,649,395     |                                                      |               | (4,762,824)  
|                                         |                           |                 |               |                                                      |               |              
|Stock issued for:                        |                           |                 |               |                                                      |               |              
|                                         | - cash                    |                 | 9,260         |                                                      |               |              
|                                         | - note payable            |                 | 7,600         |                                                      |               |              
|                                         | - services                |                 | 527,800       |                                                      |               |              
|                                         | - settlements             |                 | 37,200        |                                                      |               |              
|                                         |                           |                 |               |                                                      |               |              
|Stock returned by majority               |                           |                 |               |                                                      |               |              
|                                         | shareholder for issuance  |                 |               |                                                      |               |              
|                                         | in settlements            |                 | 200           |                                                      |               |              
|Imputed interest on notes payable        |                           |                 |               |                                                      |               |              
|                                         | to shareholders           |                 | 4,295         |                                                      |               |              
|Net loss                                 |                           |                 |               |                                                      | (854,123)     |              
|                                         |                           | -----------     |               | -------------                                        |               | -------------
|Balances, December 31, 2003              | $                         | 5,235,750       |               | $                                                    | (5,358,268)   |              
|                                         | ============              |                 | ============= |                                                      | =============



















See accompanying
summary of accounting policies

and notes to financial
statements.

---



EMPYREAN
COMMUNICATIONS, INC.

(A Development Stage
Company)

CONSOLIDATED
STATEMENTS OF CASH FLOWS

Years ended December
31, 2003 and 2002 and the Period

from October 30, 2000
(Inception) Through December 31, 2002



|                                              |                                            |                                           | 2003        |          | 2002          |             | Inception Through
    2003
|--------------------------------------------- | ------------------------------------------ | ----------------------------------------- | ----------- | -------- | ------------- | ----------- | --------------------------
|                                              |                                            |                                           | ----------- |          | ------------- |             | -------------             
|CASH FLOWS FROM OPERATING
    ACTIVITIES      |                                            |                                           |             |          |               |             |                           
|                                              | Net loss                                   | $                                         | (854,123)   |          | $             | (3,500,604) |                           
|                                              | Adjustments to reconcile net loss          |                                           |             |          |               |             |                           
|                                              |                                            | To cash used in operating
    activities: |             |          |               |             |                           
|                                              | Stock issued for services                  |                                           | 540,000     |          |               | 807,066     |                           
|                                              | Stock issued for settlement                |                                           | 38,000      |          |               |             |                           
|                                              | Fair value of stock issued in
    excess   |                                           |             |          |               |             |                           
|                                              |                                            | of debt                                   |             | 500      |               |             |                           
|                                              | Imputed interest                           |                                           | 4,295       |          |               |             |                           
|                                              | Impairment of investment                   |                                           |             |          |               | 2,600,000   |                           
|                                              | Gain on forgiveness of debt                |                                           |             |          |               | (68,227)    |                           
|                                              | Changes in:                                |                                           |             |          |               |             |                           
|                                              |                                            | Prepaid expenses                          |             | 258,678  |               |             |                           
|                                              |                                            | Accounts payable                          |             | 5,614    |               |             | 148,407                   
|                                              |                                            |                                           | ----------- |          | ------------- |             | -------------             
|NET CASH USED IN OPERATING
    ACTIVITIES     | (7,036)                                    |                                           |             | (13,358) |               |             | (66,204)                  
|                                              |                                            |                                           | =========== |          | ============= |             | ==============            
|CASH FLOWS FROM FINANCING
    ACTIVITIES      |                                            |                                           |             |          |               |             |                           
|                                              | Proceeds from notes payable to             |                                           |             |          |               |             |                           
|                                              |                                            | Shareholders                              |             | 12,684   |               |             | 13,167                    
|                                              | Payments on notes payable to               |                                           |             |          |               |             |                           
|                                              |                                            | Shareholders                              |             | (14,765) |               |             |                           
|                                              | Stock issued for cash                      |                                           | 9,800       |          |               | -           |                           
|                                              |                                            |                                           | ----------- |          | ------------- |             | -------------             
|NET CASH PROVIDED BY FINANCING
    ACTIVITIES | 7,719                                      |                                           |             | 13,167   |               |             | 66,887                    
|                                              |                                            |                                           |             |          |               |             |                           
|NET CHANGE IN CASH                            |                                            | 683                                       |             |          | (191)         |             |                           
|                                              | Cash balance, beginning                    |                                           | -           |          |               | 191         |                           
|                                              |                                            |                                           | ----------- |          | ------------- |             | -------------             
|                                              | Cash balance, ending                       | $                                         | 683         |          | $             | -           |                           
|                                              |                                            |                                           | =========== |          | ============= |             | =============             
|NON-CASH DISCLOSURES                          |                                            |                                           |             |          |               |             |                           
|                                              | Forgiveness of debt by a related
    party | $                                         | -           |          | $             | -           |                           
|                                              | Stock issued for accounts payable          |                                           |             |          |               | 965,599     |                           
|                                              | Stock issued for notes payable             |                                           | 7,500       |          |               |             |                           























See accompanying
summary of accounting policies

and notes to financial
statements.

---





EMPYREAN
COMMUNICATIONS, INC.

(A Development Stage
Company)

NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS





NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



Nature of Business. Fuji
International, Inc. ("Fuji") was incorporated in Nevada on April 30, 1998 and on
December 28, 1998, Fuji changed its name to Direction Technologies, Inc.
("Direction").



On February 23, 2001, Direction
acquired all of the outstanding common shares of Empyrean Communications, Inc.
("Empyrean") for 37,500 common shares of common stock. As a result of this
transaction, the shareholders of Empyrean acquired control of Direction. The
acquisition was accounted for as a reverse acquisition. On April 9, 2001,
Direction changed its name to Empyrean Communications, Inc.



Basis of presentation. The
consolidated financial statements include the accounts of Empyrean and its
wholly-owned subsidiaries, Belfiber Company ("Belfiber") and Basalt Fiber
Company ("Basalt"), both Virginia companies. Significant inter-company accounts
and transactions have been eliminated.



Certain amounts in financial
statements of prior years have been reclassified to conform to the presentation
of the current year for comparative purposes. Those reclassifications did not
affect net loss for the periods presented.



Restatements of 2002 were made. See
note 10 for details.



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 statement of expenses. Actual results could differ from those
estimates.



Cash and Cash Equivalents. For
purposes of the statement of cash flows, Empyrean considers all highly liquid
investments purchased with an original maturity of three months or less to be
cash equivalents. There were no cash equivalents as of December 31, 2003.



Empyrean follows Statement of
Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, by reviewing such assets for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may not be recoverable. Impairment loss recognized is the excess of the carrying
amount over the fair value of the asset. Two investments were impaired in 2002
resulting in $2,600,000 of impairment expense. See note 5 for details.



Revenue Recognition. Empyrean has had
no revenues since inception.



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.



Empyrean accounts for stock options
issued to employees under the recognition and measurement principles of APB
Opinion No. 25, Accounting for Stock Issued to Employees, and related
Interpretations. Under this method, no compensation expense is recognized for
stock options granted when the number of underlying shares is known and exercise
price of the option is greater than or equal to the fair market value of the
stock on the date of grant. Fair value is computed and expensed for options and
warrants issued to non-employees as compensation. See note 9 for more detail.
The following table illustrates the effect on net income and earnings per share
if the company had applied the fair value recognition provisions of FASB
Statement No. 123, Accounting for Stock-Based Compensation, to stock-based
employee compensation.





|                                       |                                   |              | 2003      |               |             | 2002           | Inception
    Through
    2003
|-------------------------------------- | --------------------------------- | ------------ | --------- | ------------- | ----------- | -------------- | ------------------------------
|                                       |                                   | ----------   |           | ------------- |             | --------------
|Net loss chargeable to common          |                                   |              |           |               |             |                |                               
|                                       | stockholders, as reported         | $            | (854,123) |               | $           | (3,500,604)    |                               
|Add: intrinsic value of employee       |                                   |              |           |               |             |                |                               
|                                       | options included in net loss      |              |           |               |             |                |                               
|                                       | chargeable to common stockholders | -            |           |               | -           |                |                               
|Deduct: Total stock-based
    employee |                                   |              |           |               |             |                |                               
|                                       | compensation expense determined   |              |           |               |             |                |                               
|                                       | under fair value based method for |              |           |               |             |                |                               
|                                       | all awards, net of related tax    |              |           |               |             |                |                               
|                                       | effects                           |              | -         |               |             | -              |                               
|                                       |                                   | ----------   |           | ------------- |             | --------------
|Pro forma net loss                     | $                                 | (854,123)    |           | $             | (3,500,604) |                | $                             
|                                       |                                   | ============ |           | ============= |             | ==============
|                                       |                                   |              |           |               |             |                |                               
|Loss per share, basic and
    diluted: |                                   |              |           |               |             |                |                               
|                                       | As reported                       |              | $(.09)    |               |             | $(2.42)        |                               
|                                       | Pro forma                         |              | (.09)     |               |             | (2.42)         |                               





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, 2003 and 2002, potential dilutive securities had an
anti-dilutive effect and were not included in the calculation of diluted net
loss per common share.



Recently issued accounting
pronouncements. Empyrean does not expect the adoption of recently issued
accounting pronouncements to have a significant impact on their results of
operations, financial position or cash flow.



NOTE 2 - GOING CONCERN



As shown in the accompanying
financial statements, Empyrean has incurred recurring net losses of $595,444 and
$3,759,282 in 2003 and 2002, respectively, an accumulated deficit of $5,358,268
and a working capital deficit of $96,252 as of December 31, 2003. These
conditions create an uncertainty as to Empyrean's ability to continue as a going
concern. Management is trying to raise additional capital through sales of
common stock as well as seeking financing from third parties. The financial
statements do not include any adjustments that might be necessary if Empyrean is
unable to continue as a going concern.



NOTE 3 - NOTES PAYABLE TO
SHAREHOLDERS



The majority shareholder advances
money to Empyrean from time to time on an as needed basis. The advances bear no
interest, are not collateralized and are due on demand. Interest of 8 percent is
being imputed.





NOTE 4 - NOTE PAYABLE



In July 2003, a third party loaned
Empyrean $7,500. The note carried no interest and was due 60 days after
issuance. In 2003, Empyrean issued 400,000 shares of common stock valued at
$8,000 for payment of the $7,500 note payable. The excess of fair value over
carrying value totaling $500 has been expensed.



NOTE 5 - EQUITY



Empyrean issued 37,500 shares of
common stock for $1,000 cash in October 2000.

In connection with the 2001 reverse
acquisition, Empyrean issued 25,951 to the original shareholders of Direction.



In 2001, a director forgave $29,578
of debt owed by Empyrean. This was recorded as a contribution to capital.



On January 26, 2002, Empyrean
acquired all the issued and outstanding shares of Belfiber by issuing 10,000,000
shares of preferred stock valued at $1,300,000. Belfiber's only asset was a
potential agreement to acquire a manufacturing company involved in manufacturing
non-woven fabric filter products. This manufacturing agreement did not close and
as a result, Empyrean impaired the carrying value of $1,300,000 in the year
ended December 31, 2002.



The preferred shares are held by one
of Empyrean's directors who is also a major shareholder of Empyrean. As of March
8, 2004, the board of directors has not defined the attributes of the preferred
stock, to include dividends, convertibility and participation.



On January 26, 2002, Empyrean
acquired all the issued and outstanding shares of Basalt by issuing 500,000
common shares valued at $1,300,000. Basalt was formed to produce coated mineral
fiber in the form of continuous Basalt glass filament for reinforcement of epoxy
resins, gasket materials, fine paper and other products. Basalt did not proceed
with this venture and as a result, Empyrean impaired the carrying value of
$1,300,000 in the year ended December 31, 2002.



In 2002, Empyrean issued 932,796
shares of common stock for payment of $965,599 of accounts payable, 779,774
shares of common stock for services valued at $1807,066 and 249,930 shares of
common stock for prepaid consulting expenses of $258,678. 1,050,413 of the
shares were issued to two Empyrean officers.



In 2003, Empyrean issued 540,000
shares of common stock for $9,800 cash.



In 2003, Empyrean issued 400,000
shares of common stock valued at $8,000 for payment of a $7,500 note payable.
The excess of fair value over carrying value of $500 has been expensed.



In 2003, Empyrean issued 12,200,000
shares of common stock for services valued at $540,000. 9,000,000 of the shares
with value of $390,000 were issued to two Empyrean officers.



In 2003, Empyrean issued 800,000
shares of common stock in two settlements. The stock was valued at $38,000. The
settlements required 200,000 shares of unrestricted stock be issued. To
facilitate this, the majority shareholder directly transferred 200,000 shares of
their personal holdings. The 200,000 shares have been accounted for as if they
were returned to Empyrean and issued by Empyrean.





NOTE 6 - FORGIVENESS OF DEBT



In 2002, $68,277 of accounts payable
was released by various vendors.



NOTE 7 - INCOME TAXES



> Deferred tax
>         assets              
>         $ 51,000
>         Less:
>         valuation allowance         
>         (51,000)
>         --------
>         Net deferred
>         taxes               
>         $      0
>         ========

Empyrean has net
operating loss carryforwards of approximately $149,000 at December 31, 2003
which expire between 2020 and 2023.



NOTE 8 - COMMITMENTS AND
CONTINGENCIES



Empyrean's principal office is in the
office of Empyrean's president pursuant to a verbal agreement on a rent-free
month-to-month basis.



Unasserted claims have been made
against Empyrean alleging claims for expenses incurred in respect to the
operations of Empyrean and expenses related to breach of contract. While the
results of these claims cannot be predicted with certainty, management of
Empyrean believes the final outcome of these claims will not have an adverse
material effect on Empyrean's financial position or results of operations.



1,150,000 shares of stock were issued
in 2001 for financing that did not occur. Empyrean has instructed its transfer
agent to cancel the shares. Under Nevada law, the shares cannot be formally and
unilaterally canceled without court adjudication. The other party has refused to
cooperate. These shares have been removed from the total outstanding shares as
disclosed and remain a reconciling item until Empyrean has the funds to force
formal cancellation.



NOTE 9 - STOCK OPTIONS



Empyrean granted 3,250 stock options
to officers, directors, employees and consultants to purchase common shares at
the closing price on the date of the grant or $300 per share. These options are
immediately exercisable and expire in April 2010.



NOTE 10 - RESTATEMENTS OF PREVIOUSLY
REPORTED FINANCIAL STATEMENTS



In 2004, management determined that
financial statements subsequent to the reverse acquisition (see note 1 for
details) erroneously included results of the legal acquirer (accounting
acquiree). In addition, the reverse acquisition was accounted for incorrectly
which resulted in the erroneous capitalization and eventual impairment of
technology for $5,843,140. This restatement reduced deficit accumulated during
the development stage and paid in capital by $5,843,140 for the year ended
December 31, 2001.





NOTE 11 - SUBSEQUENT EVENTS



In 2004, Empyrean issued 5,500,000
shares of common stock for services valued at $112,500. 5,000,000 of the shares
valued at $100,000 were issued to two Empyrean officers.

---





ITEM 8. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ONACCOUNTING AND
FINANCIAL DISCLOSURE



The services of Amisano Hanson,
Chartered Accountants of Vancouver , Canada were terminated in February 2004.
Simultaneously, the firm of Malone & Bailey PLLC of Houston, Texas were engaged
and the appropriate 8 K advising of this change was filed.



PART III

ITEM 9. DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.



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 Mr.
Fanale became a Director on February 14, 2002. There are no other persons who
can be classified as a promoter or controlling person of the Company.



Robert L. Lee, President and CEO and
Director Age 62.



Anthony Fanale - Director and
President of Basalt Fiber Company Age 61



ITEM 10. EXECUTIVE COMPENSATION.



(a) No officer or director of
Empyrean is receiving any remuneration in the form of salaries and/or allowances
at this time. However, S 8 shares were issued for consulting services during the
year. 4,500,000 shares were issued to Mr. Anthony Fanale and 4,500,000 shares to
Mr. Robert L. Lee at prices ranging from of 2 to 4 cents per share . 1,500,000
shares were also to Mr. James B. Parsons for legal services



(b) 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.



(c) No remuneration is proposed to be
paid in the future directly or indirectly by the corporation to any officer or
director under any plan that presently exists.



ITEM 11. SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Mr. Fanale controls in excess of 5%
of the outstanding shares of the Company by way of his 100% ownership in Aegis
Corporation, a Texas Company that holds 60.29% of the Company's preferred and
common shares.



The 2,860,413 shares owned by Mr. Lee
as on 12/31/03 represents 16.42 % of the company's outstanding common shares,
the shares owned by Mr. Thurman is 5.39 % and that of Wall Street
Communications, Inc is 5.74%.



|Title of Class | Name of Beneficial
    Owner    | Amount Owned by
    Beneficial Owner
|-------------- | ------------------------------- | ------------------------------------
|Common         | Aegis Corporation               | 501,000 shares                      
|Preferred      | Aegis Corporation               | 10,000,000 shares                   
|Common         | Robert L. Lee                   | 2,860,413                           
|Common         | Terry. T. Thurman               | 940,000                             
|Common         | Wall Street Communications, Inc | 1,000,000                           





Note:

With the issue of another 5,500,000
common shares during March 2004, the holdings of Mr. Thurman and Wall Street
Communications, Inc. are no longer more than 5% of the total outstanding shares
of the company.



ITEM 12. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.

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.



ITEM 13. EXHIBITS AND REPORTS ON FORM
8-K



> (a) Exhibits
>   None.



> (b) Reports on Form 8-K.
>   During the year, the company filed
>   three reports on Form 8 K in connection with possible mergers that were
>   pursued but all turned out to be not successful. On March 3, 2004 a Form 8K
>   filing was done to report the change of the company's certifying accountant
>   and an amended form 8 K was followed up on March 19, 2004 on the same subject.



SIGNATURES



In accordance with Section 13 or
15(d) of the Exchange Act, the registrant caused this amended report to be
signed on its behalf by the undersigned, thereunto duly authorized.



EMPYREAN COMMUNICATIONS, INC.



/s/ Robert L. Lee

Robert L. Lee, President and CEO

Date:

---



In accordance with the Exchange Act,
this amended 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. Lee                |  | /s/ Anthony Fanale      
|-------------------------------- |  | ------------------------
|Robert L. Lee, President and CEO |  | Anthony Fanale, Director
|Date: April 12, 2004             |  | Date: April 12, 2004    



---



CERTIFICATION PURSUANT
TO SECTION 302

OF THE SARBANES-OXLEY
ACT OF 2002

I, Robert L. Lee, certify that:



1. I have reviewed this annual
report on Form 10-KSB of Empyrean Communication, Inc. for the year ended
December 31, 2003;



2. Based on my knowledge, this
annual report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this amended annual report;



3. Based on my knowledge, the
financial statements, and other financial information included in this annual
report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this amended annual report.



4. The registrant's other
certifying offering officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure
controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
amended annual report is being prepared; b) evaluated the effectiveness of the
registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this amended annual report (the "Evaluation Date");
and c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;



5. The registrant's other
certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function): a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal controls; and



6. The registrant's other
certifying officers and I have indicated in this annual report whether or not
there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.



Date:     April
12, 2004



/s/ Robert L. Lee
Robert L. Lee
President



---

CERTIFICATION PURSUANT
TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION
1350)



In connection with the Annual Report
of Empyrean Communications, Inc., a Nevada corporation (the "Company"), on Form
10-KSB for the year ending December 31, 2003 as filed with the Securities and
Exchange Commission (the "Report"), I, Robert L. Lee, President of the Company,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350), that to my knowledge:



(1) The Report fully complies with
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and



(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.



/s/ Robert L. Lee

Robert Lee

President

Date:     April
12, 2004

---





CERTIFICATION PURSUANT
TO SECTION 302

OF THE SARBANES-OXLEY
ACT OF 2002

I, Anthony Fanale, certify that:



1. I have reviewed this annual
report on Form 10-KSB of Empyrean Communication, Inc. for the year ended
December 31, 2003;



2. Based on my knowledge, this
annual report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this amended annual report;



3. Based on my knowledge, the
financial statements, and other financial information included in this annual
report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods
presented in this annual report.



4. The registrant's other
certifying offering officers and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure
controls and procedures to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
annual report is being prepared; b) evaluated the effectiveness of the
registrant's disclosure controls and procedures as of a date within 90 days
prior to the filing date of this amended annual report (the "Evaluation Date");
and c) presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;



5. The registrant's other
certifying officers and I have disclosed, based on our most recent evaluation,
to the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function): a) all significant
deficiencies in the design or operation of internal controls which could
adversely affect the registrant's ability to record, process, summarize and
report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and b) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal controls; and



6. The registrant's other
certifying officers and I have indicated in this annual report whether or not
there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most
recent evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.



Date:     April
12, 2004



/s/ Anthony Fanale
Anthony Fanale
Director

---





CERTIFICATION PURSUANT
TO

SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION
1350)



In connection with the Annual Report
of Empyrean Communications, Inc., a Nevada corporation (the "Company"), on Form
10-KSB for the year ending December 31, 2003 as filed with the Securities and
Exchange Commission (the "Report"), I, Anthony Fanale, Director of the Company,
certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.
Section 1350), that to my knowledge:



(1) The Report fully complies with
the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and



(2) The information contained in the
Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.



/s/ Anthony Fanale

Anthony Fanale

Director

Date:     April
12, 2004