UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One) [X ]	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended __June 30, 2009_
[    ]	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to _________________
Commission file number ___0-30118____

EMPYREAN HOLDINGS INC.

(Exact name of small business issuer as specified in its charter)

___NEVADA_____________________________________
(State or other jurisdiction of incorporation or organization) _88-0413417________________
(IRS Employer Identification No.)

11200 Westheimer Rd., Suite 900

Houston, TX 77042

(Address of principal executive offices)

Registrant’s telephone number: (713) 243 8731

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                Yes   (__) No (X)

As of June 30, 2009, there were 12,008,066 shares of common stock issued and outstanding

Note: * Includes 22,501 shares “on hold” and awaiting return from third party

CONTRARY TO THE RULES OF THE SEC, THE COMPANY’S FINANCIAL STATEMENTS INCLUDED IN THIS FILING HAVE NOT BEEN REVIEWD BY AN INDEPENDENT PUBLIC ACCOUNTANT IN ACCORDANCE WITH PROFESSIONAL STANDARDS FOR CONDUCTING SUCH REVIEWS.

Item 1. Financial Statements.

Following are the unaudited financial statements for the period ended June 30, 2009:

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these consolidated financial statements

The accompanying notes are an integral part of these consolidated financial statements

EMPYREAN HOLDINGS, INC.

 (A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Empyrean Holdings, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with Empyrean’s unaudited 2008 year end financial statements contained in the 10-K.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period have been reflected herein.  The results of operations for interim periods are, however, not necessarily indicative of the results to be expected for the full year.

NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Empyrean has incurred net losses of $56,233 through the six months ended June 30, 2009, which increased the accumulated deficit to $2,327,482 as of June 30, 2009. These conditions raise substantial doubt about Empyrean's ability to continue as a going concern. The depressed economy has made it extremely difficult to raise additional capital but efforts by management to obtain funds through sales of common stock continue. 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 – RELATED PARTY

Advances made by a former consultant before his termination continue to accrue interest at 8% per annum. The amount of this Note is $19,299 inclusive of accrued interest through June 30, 2009.

During the current period, Empyrean received advances totaling $43,518 from a former Director of the company’s dormant wholly owned subsidiary, Empyrean Construction, Inc.  The loan bears interest at 8% per annum and $5,520 has been repaid reducing the amount payable to $43,518 as of June 30, 2009.

For the period ending June 30, 2009 the total outstanding amount due to IMR, including interest, has increased minimally to $146,728. This Note incurs interest at the rate of 8% per annum and is payable on demand.

Advances made by an officer total $21,884 as of June 30, 2009.

NOTE 4 – PROPERTY MORTGAGE LOAN

During June 2009 the company obtained a high interest short term mortgage loan of $36,500 by pledging the unencumbered property in Green Bay Wisconsin owned by its subsidiary Empyrean Properties, Inc. The net proceeds of this loan of $25,241.13 were used for working capital.

Item 2.  Management's Discussions and Analysis of Financial Condition and Results of Operations.

The company continues to pursue its long-term corporate development plan to become a profitable diversified holding company. Due to the continuing depressed economy, however, hardly any progress was made during the quarter.

 The unencumbered property at Green Bay, Wisconsin was mortgaged and the net proceeds of $25,241 used for working capital.

No progress was also made to file the Company’s periodic reports in a form sufficient to enable it to be relisted on the OTCBB. As soon as sufficient funds are obtained, the Company intends to amend and re-file its periodic reports, work towards being relisted and to finalize an S-1 registration. This will allow it to utilize the $10 million Equity Line of Credit available from Dutchess.

Liquidity

During the next 12 months, significant working capital will be needed to recommence the company’s development plans that have been be set back by the difficulty in financing.

To try and raise the interim financing needed, a Private Placement offering has been finalized for stock sales to accredited investors There can be no guarantee, however, that the interim financing needed to amend and re-file the Company’s SEC filings, and to complete the S-1 filing will be obtained in a timely manner   

 These factors and the current recession raise substantial doubts about the Company’s ability to continue as a going concern.  Holders of Company stock may be faced with the inability to liquidate part or all of their investment on terms which are profitable. An investment in Company’s stock is highly speculative, and investors must be prepared to lose some or all of their investment.

Item 4.  Controls and Procedures

As of June 30, 2009, we carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-14(c) under the Securities Exchange Act of 1934) under the supervision and with the participation of our chief executive officer and chief financial officer.  Based on and as of the date of such evaluation, the aforementioned officers have concluded that our disclosure controls and procedures are not 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 were no changes in our internal control over financial reporting (as defined in Rules 13a-15(F) and 15d-15(f) under the 1934 Act) during the period ended June 30, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 5. Other information

Board meetings:

1.

The Board of Directors, at a special meeting held in Houston, Texas on June 2, 2009 approved the appointment of Mr. William F. Morris and Mr. Christopher A. Rafael to the Board of Directors.

2.

It was also approved that Mr. Marco C. Lizarraga be appointed as Chief Operating Office and that he will serve on a part time basis till the financial position of the company improves...

      Item 6. Exhibits

Exhibit No.

Document

Location

3(i)

Articles of Incorporation

Previously Filed

3(ii)

Bylaws

Previously filed

31.1

Section 302 Certification

Included

32.1

Section 906 Certification

Included

_______________________________________________________________________

SIGNATURES

Pursuant to the requirements 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 Director

Date: December2 , 2009