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CERTIFICATION PURSUANT TO SECTION 302 

 

OF THE SARBANES-OXLEY ACT OF 2002 

 

I, Robert L. Lee, certify that: 

     1. I have reviewed this amended annual report on Form 10-KSB of EmpyreanHoldings, Inc. for the year ended December 31, 2004; 

 

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

 

<r>     3. Based on my knowledge, the financial statements, and otherfinancial information included in this annual report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant small business issuer as of, and for, the periods presented inthis amended annual report. </r>

 

<r>     4. The registrant's small business issuer's other certifying offeringofficers and I are responsible for establishing and maintaining disclosurecontrols and procedures (as defined in Exchange Act Rules 13a-15(e)14 and15d-15(d)4) and internal control over financial reportg (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant small business issuer andwe have: </r>

<r>a) designed such disclosure controls and procedures, or caused          such disclosure controls and procedures to be designed under our          supervision, to ensure that material information relating to the          registrantsmall business issuer, 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; </r>

<r>b) Designed such internal control over financial reporting, or          caused such internal control over financial reporting to be designed          under our supervision, to provide reasonable assurance regarding the          reliability of financial reporting and the preparation of financial          statements for external puposes in accordance with generally accepted          accounting principals;</r>

<r>c)evaluated the effectiveness of the registrant's small business          issuer'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) and presented in this annual report our          conclusions about the effectiveness of the disclosure controls and          procedures, as of the end of the period covered by this report, based          on our evaluation as of the Evaluation Date; and</r>

<r>d)Disclosed in this report any change in the small business          issuer's internal control over financial reporting that occurred          during the small business issuer's most recent fiscal quarter (the          small business issuer's fourth fiscal quarter in the case of an annual          report) that has materially affected, or is reasonably likely to          materially affect, the small business issuer's internal control over          financial reporting; and</r>

 

<r>     5. The registrant's small business issuer's other certifying officersand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the registrant's small business issuer's auditorsand the audit committee of registrant's small business issuer' board ofdirectors (or persons performing the equivalent function): </r>

<r>a) all significant deficiencies and material weaknesses in the design    or operation of internal controls over financial reporting which are    reasonably likely to could adversely affect the registrant's small business    issuer's ability to record, process, summarize and report financial data and    have identified for the registrant's auditors any material weaknesses in    internal controlsinformation; and </r>

<r>b) any fraud, whether or not material, that involves management or    other employees who have a significant role in the registrant's small    business issuer's internal control over financial reporting.s; and </r>

 

<r>     6. The registrant's other certifying officers and I have indicated inthis annual report whether or not there were significant changes in internalcontrols or in other factors that could significantly affect internal controlssubsequent to the date of our most recent evaluation, including any correctiveactions with regard to significant deficiencies and material weaknesses. </r>

 

Date:   July 8, 2005

  

/s/ Robert L. Lee           Robert L. LeePresident and Chief Financial Officer

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