AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 20 , 2004

SB-2 1 sbtwo.htm AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 20 , 2004

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 8, 2004

Registration No.

U.S. Securities and Exchange Commission Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EMPIRICAL VENTURES, INC

(Name of small business issuer in its charter)

NEVADA 7380

(State or other jurisdiction of (Primary Standard (I.R.S. Employer

incorporation or organization) Industrial Identification

Classification Code No)

Number)

2775 Fir Street, Suite 3E

Vancouver BC, Canada, V6J3C2

604-731-2110

(Address and telephone number of principal executive offices)

Copies of Communications to:

Joseph I. Emas, Attorney at Law

1224 Washington Avenue

Miami Beach, Florida 33139

Telephone: 305-531-1174

Fax: 305-531-1274

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

Nevada Agency & Trust Company

50 West Liberty Street, Suite 880

Reno, Nevada, 89501

(775) 322-0626

(Name, address and telephone number of agent for service)

___________________________

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration

Statement.

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, please check the

following box and list the Securities Act registration statement number

of the earlier effective registration statement for the same offering.

|__|____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration

statement for the same offering. |__|____________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration

statement for the same offering. |__|____________

If delivery of the prospectus is expected to be made pursuant to Rule

434, check the following box.

|__|____________

CALCULATION OF REGISTRATION FEE

Title of each Proposed Proposed

class of maximum maximum

securities Amount to be offering price aggregate Amount of

to be registered registered per unit (1) price (2) registration fee(2)

Common Stock 4,386,662 $0.015 $65,800 $8.34

(1) Based on last sales price on July 19, 2004 and the anticipated price

selling security holders will offer and sell their shares of common stock.

(2) Estimated solely for the purpose of calculating the registration fee

in accordance with Rule 457 under the Securities Act.

Note: Specific details relating to the fee calculation shall be furnished

in notes to the table, including references to provisions of Rule 457

(Section 230.457 of this chapter) relied upon, if the basis of the

calculation is not otherwise evident from the information presented in

the table. If the filing fee is calculated pursuant to Rule 457(o) under

the Securities Act, only the title of the class of securities to be

registered, the proposed maximum aggregate offering price for that class

of securities and the amount of registration fee needed to appear in the

Calculation of Registration Fee table. Any difference between the dollar

amount of securities registered for such offerings and the dollar amount

of securities sold May be carried forward on a future registration

statement pursuant to Rule 429 under the Securities Act.

The registrant hereby amends this registration statement on such date or

dates as May be necessary to delay its effective date until the

registrant shall file a further amendment which specifically states that

this registration statement shall thereafter become effective in

accordance with Section 8(a) of the Securities Act of 1933 or until the

registration statement shall become effective on such date as the

Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, Dated November 12, 2004

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

EMPIRICAL VENTURES INC.

(A Development Stage Company)

2775 Fir Street, Suite 3E

Vancouver BC, Canada, V6J3C2

604-731-2110

4,386,662 SHARES OF COMMON STOCK

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

This prospectus covers the 4,386,662 shares of common stock of

Empirical Ventures Inc. being offered by certain selling security holders.

We will not receive any proceeds from the sale of the shares by the

selling security holders.

There is presently no public market for our shares. The selling security

holders will offer and sell the shares of common stock at $.015 per share

until our shares are quoted on the OTC Bulletin Board and thereafter at

prevailing market prices or privately negotiated prices.

You should rely only on the information contained in this prospectus to make your investment decision. We have not authorized anyone to provide you with different information. The selling security holders are not offering these securities in any state where the offer is not permitted. The information in this prospectus is accurate as of the date on the front page of this prospectus, but the information may have changed since that date.

The purchase of the securities offered through this prospectus involves

a high degree of risk. You should purchase shares only if you can afford

a complete loss of your investment. See section entitled "Risk Factors"

on pages 4 - 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON

THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE

CONTRARY IS A CRIMINAL OFFENSE.

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

The Date of this Prospectus is: November 12, 2004.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," as well as in this prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this prospectus generally. This prospectus contains market data related to our business. This data has been included in articles published by independent industry sources. Although we believe these sources are reliable, we have not independently verified this market data. This market data includes projections that are based on a number of assumptions. If any one or more of these assumptions turns out to be incorrect, actual results may differ materially from the projections based on these assumptions. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading. Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made elsewhere in this prospectus as well as other pubic reports which may be filed with the United States Securities and Exchange Commission (the "SEC"). You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise any forward-looking statement contained in this prospectus to reflect new events or circumstances, unless and to the extent required by applicable law.

TABLE OF CONTENTS

PART I PROSPECTUS

Page No.

PROSPECTUS SUMMARY.................................................... 3

RISK FACTORS.......................................................... 4

Need for Additional Financing......................................... 4

Dilution from Additional Financing.................................... 4

No Market for Our Common Stock........................................ 4

Lack of Operating History............................................. 4

Doubt as to Our Ability to Continue as a Going Concern................ 4

Marketable Product.................................................... 5

Part Time Management.................................................. 5

Competition........................................................... 5

Customer Base......................................................... 5

Program Errors and Defects............................................ 5

Rapid Technology Change............................................... 5

Management Control.................................................... 6

Penny Stock Rules..................................................... 6

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS............. 7

USE OF PROCEEDS....................................................... 7

SELLING SECURITY HOLDERS.............................................. 7

PLAN OF DISTRIBUTION.................................................. 10

LEGAL PROCEEDINGS..................................................... 11

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.......... 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT............................................................ 12

DESCRIPTION OF SECURITIES............................................. 13

INTEREST OF NAMED EXPERTS AND COUNSEL................................. 13

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES........................................ 14

ORGANIZATION WITHIN LAST FIVE YEARS................................... 14

DESCRIPTION OF BUSINESS............................................... 14

PLAN OF OPERATION..................................................... 22

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS………………………………………………………. 32

DESCRIPTION OF PROPERTY............................................... 26

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................ 26

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............. 28

EXECUTIVE COMPENSATION................................................ 29

AVAILABLE INFORMATION................................................. 30

REPORTS TO SECURITY HOLDERS........................................... 30

FINANCIAL STATEMENTS..................................................F-1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS............................II-1

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION..........................II-1

RECENT SALES OF UNREGISTERED SECURITIES..............................II-1

EXHIBITS.............................................................II-2

UNDERTAKINGS.........................................................II-3

PROSPECTUS SUMMARY

This summary highlights important information about our company and business. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire prospectus and the financial statements and related notes included in this prospectus carefully, including the "Risk Factors" section. Unless the context requires otherwise, "we," "us," "our", " and the "company" and similar terms refer to Empirical Ventures, Inc.

Empirical Ventures, Inc.

Empirical Ventures Inc. is a corporation formed under

the laws of the State of Nevada, whose principal executive offices

are located at 2775 Fir Street, Suite 3E Vancouver BC, Canada

our telephone number is 604-731-2110

Our Business and Business Strategy

We are a development stage company and have not begun

revenue producing activities. Our business plan is to further develop

and commercialize a software program that provides reservation and support services to the hospitality and tourism industries via the internet. We plan to market our software as a service to Hotel and motel chains as well as civic and regional tourism bureaus in the U.S. and Canada. We plan to further develop our software program as an easy to use, functional, responsive and integrated program that focuses on the needs of these industries.

Our plan is to earn revenue from the sale of our software product.

We acquired the prior development and prototype software of

the of the Darrwin Software Program on May 18,2004 Our development plan

calls for completion of a web and test site. To complete our

plan we will need to hire additional staff and consultants and

invest in certain equipment.

We incurred a loss in the amount $8610.00 of for the period

from incorporation to June 30, 2004. At June 30, 2004 our

working capital was $48,690.00 .

Securities Being Offered 4,386,662 shares of common stock.

Securities Issued

And to be Issued 9,486,662 shares of common stock are

issued and outstanding as of the date

of this prospectus. All of the common

stock to be sold under this prospectus

will be sold by existing stockholders.

Use of Proceeds We will not receive any proceeds from

the sale of the common stock by the

selling stockholders.

RISK FACTORS

An investment in our common shares involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect our business, operating results and financial condition. Our most significant risks and uncertainties are described below; however, they are not the only risks we face. If any of the following risks actually occur, our business, financial condition, or results or operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein. You should acquire shares of our common stock only if you can afford to lose your entire investment. In order to attain an appreciation for these risks and uncertainties, you should read this prospectus in its entirety and consider all of the information and advisements contained in this prospectus, including the following risk factors and uncertainties.

We need additional financing and there is no assurance it can be

obtained, which will likely prevent us from ever becoming

profitable.

We currently have insufficient capital to meet our business

plan. We cannot assure that we will be able to raise capital

or develop sufficient revenues. In the absence of financing and

obtaining additional capital, it is doubtful that we will be able

to continue operations, which means that you will not be able to

recover your investment in our shares of common stock.

Any additional financing may significantly dilute your equity

interest in our stock.

We hope to raise additional financing in the future. Even if

we are able to obtain capital, any financing will likely involve a

dilution of the interest of our stockholders upon the issuance of

additional shares of common stock and other securities. Given our

weak economic state, the terms upon which capital May be available

could well involve substantial dilution to our stockholders, which

May reduce significantly the value of your investment in our

shares.

Because there is currently no market for our common stock,

investors may find it extremely difficult to resell their shares

and should not expect liquidity.

There is currently no market for our common stock. We

anticipate applying for trading of our common stock on the OTC

Bulletin Board upon the effectiveness of this registration

statement of which this prospectus forms part. We cannot assure

you that our common stock will be traded on the bulletin board or,

if traded, that a market will materialize. In the absence of a

public market for our common stock, an investment in our shares

would be considered illiquid. Even if a public market is

established, it is unlikely a liquid market will develop.

Investors seeking liquidity in a security should not purchase our

common stock.

Because we have limited operating history, you may find it difficult to

evaluate our company.

We are presently in the process of further developing

our software program that will be required to complete our business plan.

We have not yet earned any revenues and we will not be able to earn

any revenues until development of our Web and test sites are

complete. Accordingly, we have no operating history from which

investors can evaluate our future business prospects or

management's performance. As a result, you have no reliable means

to determine whether you should make an investment in our company.

Because of our financial condition and because we have not been

able to complete our business plan and develop revenues, our

financial statements disclose that there is substantial doubt as to

our ability to continue as a going concern.

As at June 30, 2004, we had $48,690.00 of working capital on

hand. Our business plan calls for significant expenses in

connection with the further development of our software program and

completion of our web and test sites.

In addition, we anticipate that revenues, if any, from operations will

not be realized until sometime after our web and test sites are complete. Because of our financial condition and these circumstances, our financial statements disclose there is substantial doubt as to our ability to continue as a going concern. It is not possible at this time to predict the outcome of these matters and whether we will ever become financially viable and develop revenues sufficient to achieve any level of profitability. As a result, investors who acquire our common shares must recognize that they May loose their entire investment.

If we are unable to sell a marketable product, our ability to

generate revenue would be limited.

Our web site and test site are currently in the development

stage. In order to commence sales, we will have to complete these

developments. We will also have to complete testing of both our web site and test site prior to commencing full commercial operations in order to ensure that the sites are functioning properly and is capable of being marketed to the public. If we are unable to complete these developments, we will not be able to market our program or earn any revenues.

We rely on our President who does not devote his full business time

to our business. If our President is not available, we may not be

able to implement our business plan and investors May loose their

entire investment.

We have only one director and we rely principally on Mr. Derek Ward our President for his entrepreneurial skills and experience and to implement our business plan. Presently Mr. Ward does not devote full time and attention to our affairs which could result in delays in implementing our business plan. Moreover, we do not have an employment agreement with any of our directors or officers including Mr. Ward. Accordingly, if Mr. Ward does not continue to manage our affairs, or devote sufficient amounts of his business time to enable us to implement our business plan, our business would likely fail and you may loose your entire investment.

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common shares in the foreseeable future, and we cannot assure an investor that funds will be legally available to pay dividends or that even if the funds are legally available, that the dividends will be paid.

We face intensive competition within the Software application

industry and do not have sufficient resources to compete

effectively.

We face competition from a wide range of competitors in the

software application industry. These companies include

large, well established and financially stronger companies several

of which are able to write and develop their own software in house.

As we have indicated previously, we have only limited resources to

compete and may never have sufficient funds to be able to develop

our applications and market our product so that we may

become a factor in this industry. These competitive disadvantages

represent another factor which may cause investors in our stock to

loose the value of their investment.

If we are not able to develop a customer base, we will have limited

prospects for generating revenues.

If we are not able to achieve a customer base, then we will

not be able to achieve revenues. Establishing a base of customers

will require that we undertake marketing efforts that are

successful in bringing users to our web and test sites that will

purchase our software program. If we are not successful in developing a

customer base as a result of our marketing efforts, then our

ability to generate revenue would be severely limited.

If our program contains programming errors or defects, it would

adversely affect our reputation and cause us to loose customers.

The development of our software program requires that we

undertake system integration and computer programming. There is a

risk that the system integration and software programming that we

complete as part of the development process will contain errors and

defects including errors and defects in the system's security

subsystem that we will not be able to discover until we commence

operations. Our software program may develop system errors or

defects or security failures that cause harm to our users data.

Problems experienced by users and loss of users data and business

processes will adversely impact our reputation and ability to earn

revenues, to retain existing customers or to develop new customers.

If we are not able to adapt to rapid technology change and develop

new products, we May not be able to attract or retain customers and

we will be unable to stay in business.

We will be required to update and refine our software program,

web and test sites once we complete development in

order to address technological change. The market for software programs

such as ours is characterized by rapid technological changes, frequent

new product introductions and changes in consumer requirements. We

may be unable to respond quickly or effectively to these developments,

as we may not have sufficient resources or money

required to develop or acquire new technologies or to introduce new

services capable of addressing these developments. If we are

unable to update and refine our technology and services once

development is complete in response to technological change, then

we may not be able to attract or retain customers and we will not

be able to stay in business.

Because Derek Ward, our President controls approximately 52.71 % of our outstanding common stock, he will control and make corporate decisions and investors will have limited ability to affect corporate decisions.

Mr. Derek Ward and own and control approximately 52.71% of the

outstanding shares of our common stock. Accordingly, he will have

almost complete influence in determining the outcome of all

corporate transactions and business decisions. The interests of

Mr. Ward and may differ from the interests of the other

stockholders, and since they have the ability to control most

decisions through his control of our common stock, our investors

will have limited ability to affect decisions made by management.

We are subject to the certain anti-takeover provisions under Nevada law, which could discourage or prevent a potential takeover of our company that might otherwise result in you receiving a premium over the market price for your common shares.

As a Nevada corporation, we are subject to certain provisions of the Nevada General Corporation Law that anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our Board of Directors in connection with such a transaction. However, certain of these provisions may discourage a future acquisition of us, including an acquisition in which the shareholders might otherwise receive a premium for their shares. As a result, shareholders who might desire to participate in such a transaction may not have the opportunity to do so.

Because we are subject to the "penny stock" rules, the tradeability

of our common stock will be limited which may make it more

difficult for investors to sell their shares.

We are subject to "penny stock" regulations and even if a

market for our common stock ever develops, unless the trading price

of our common stock is $5.00 per share or more, then trading in

our common stock would be subject to the requirements of Rule 15g-9

under the Securities Exchange Act. Under this rule, additional

sales practice requirements are imposed on broker-dealers who sell

such securities to persons other than established customers and

accredited investors (generally those with assets in excess of

$1,000,000 or annual income exceeding $200,000 or $300,000 together

with a spouse). For transactions covered by these rules, the

broker-dealer must make a special suitability determination for the

purchase of such securities and have received the purchaser's

written consent to the transaction prior to the purchase.

Additionally, for any transaction involving a penny stock, unless

exempt, the rules require the delivery, prior to the transaction,

of a disclosure schedule prescribed by the Commission relating to

the penny stock market. The broker-dealer also must disclose the

commissions payable to both the broker-dealer and the registered

representative and current quotations for the securities. Finally,

monthly statements must be sent disclosing recent price information

on the limited market in penny stocks. Consequently, the "penny

stock" rules may restrict the ability of broker-dealers to sell our

shares of common stock. The market price of our shares would

likely suffer as a result. A market in our common stock may never

develop due to these factors.

Risks associated with forward-looking statements.

This prospectus contains certain forward-looking statements regarding management's plans and objectives for future operations, including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this prospectus include or relate to:

Our ability to obtain a meaningful degree of consumer acceptance for

software programs now and in the future,

Our ability to market our software programs at competitive prices now and

in the future,

Our ability to maintain brand-name recognition for our software programs

now and in the future,

Our ability to maintain an effective distributors network,

Our success in forecasting demand for our software programs now and in

the future,

Our ability to maintain pricing and thereby maintain adequate profit

margins, and

Our ability to obtain and retain sufficient capital for future

operations.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common

stock offered through this prospectus by the selling stockholders.

SELLING SECURITY HOLDERS

The selling stockholders named in this prospectus are offering

all of the shares of common stock offered through this

prospectus. The shares include the following:

shares of our common stock that the selling

stockholders acquired from us in an offering that was exempt from

registration under Regulation S of the Securities Act of 1933 and

completed on June 30, 2004.

Unless otherwise stated below, to our knowledge no selling security holder nor any of affiliate of such shareholder has held any position or office with, been employed by or otherwise has had any material relationship with us or our affiliates during the three years prior to the date of this prospectus. The number and percentage of shares beneficially owned before and after the sales is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. The total number of common shares sold under this prospectus may be adjusted to reflect adjustments due to stock dividends, stock distributions, splits, combinations or re-capitalizations. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer to our knowledge.

The following table provides information regarding the

beneficial ownership of our common stock held by each of the

selling stockholders, including:

1. the number of shares owned by each prior to this

offering;

2. the total number of shares that are to be offered

for each;

3. the total number of shares that will be owned by

each upon completion of the offering;

4. the percentage owned by each; and

5. the identity of the beneficial holder of any entity

that owns the shares.

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

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

Mike Bacchus 66,667 66,667 Nil Nil

88 Nottingham Harbour

Sherwood Park

Alberta, Canada

Enzo Bruno 93,333 93,333 Nil Nil

9112- 164 Avenue

Edmonton Alberta

Canada

Adrian Caccia 33,333 33,333 Nil Nil

10922-126 Street

Edmonton, Alberta

Canada

David Couch 100,000 100,000 Nil Nil

1218 Potter Greens

Drive, Edmonton

Alberta, Canada

Cindy Couch 100,000 100,000 Nil Nil

1218 Potter Greens

Drive, Edmonton

Alberta, Canada

Jennifer Couch 100,000 100,000 Nil Nil

25 Halden Crescent

Spruce Grove

Alberta, Canada

Jeff Couch 100,000 100,000 Nil Nil

25 Halden Crescent

Spruce Grove

Alberta, Canada

Theodore Degner 200,000 200,000 Nil Nil

9219 Strathearn

Drive

Edmonton Alberta

Canada

Terry Degner 200,000 200,000 Nil Nil

11 Hutchinson Place

St. Albert

Alberta Canada

TABLE IS CONTINUED FROM PAGE 10

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

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

Lawrence Divorski 66,666 66,666 Nil Nil

33 Summerton Landing

Sherwood Park

Alberta Canada

Marion Ellis 666,666 666,666 Nil Nil

PO Box 1026

St. Paul Alberta

Canada

Lora Garneau 200,000 200,000 Nil Nil

9726-95 Street

Edmonton Alberta

Canada

Barry GreenField 66,667 66,667 Nil Nil

6588 Barnard Drive,

Suite 50

Richmond BC

Canada

Tim Haas 66,667 66,667 Nil Nil

13125-110 Avenue

Edmonton Alberta

Canada

Janis James 133,333 133,333 Nil Nil

2407-49 Street

Edmonton Alberta

Canada

Gerald Johnson 600,000 600,000 Nil Nil

1875-104 Street

Edmonton Alberta

Canada

Patrick Kennedy 133,334 133,334 Nil Nil

3500 Gilmore Street

Burnaby BC

Canada

TABLE IS CONTINUED FROM PAGE 11

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

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

David King 33,333 33,333 Nil Nil

45 Cimmaron Way

Sherwood Park

Alberta, Canada

Connie McDougall 66,667 66,667 Nil Nil

15811-69 Street

Edmonton Alberta

Canada

Lisa Melville 100,000 100,000 Nil Nil

3 Landsdowne

Close,

Spruce Grove

Alberta, Canada

Bruce Melville 166,666 166,666 Nil Nil

3 Landsdowne

Close,

Spruce Grove

Alberta, Canada

Amanda Pilgaard 133,334 133,334 Nil Nil

3500 Gilmore Street

Burnaby BC

Canada

Michael Poirier 33,333 33,333 Nil Nil

3408-136 Avenue

Edmonton Alberta

Canada

Ana Riveros 33,333 33,333 Nil Nil

7308-140 Ave.

Edmonton, Alberta

Canada

Brendan Sherwin 13,333 13,333 Nil Nil

627 Wotherspoon Close

Edmonton Alberta

Canada

TABLE IS CONTINUED FROM PAGE 12

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

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

Donald Smith 200,000 200,000 Nil Nil

2323 24 Avenue

Calgary Alberta

Canada

Denis St. Andre 133,333 133,333 Nil Nil

26229 Meadowview

Drive, RR1

Station Main

St. Albert

Alberta, Canada

Robert Talarica 33,334 33,334 Nil Nil

11206-93 Street

Edmonton Alberta

Canada

Marcella Ward 66,666 66,666 Nil Nil

51 Heritage Drive

St. Albert

Alberta, Canada

Gordon Ward 33,333 33,333 Nil Nil

8956 156 St.

Suite 111

Edmonton Alberta

Canada

Patricia Ward 33,333 33,333 Nil Nil

8956 156 St.

Suite 111

Edmonton Alberta

Canada

Janel Winslow 13,333 13,333 Nil Nil

627 Wotherspoon Close

Edmonton Alberta

Canada

Melanie Whittingham 33,333 33,333 Nil Nil

16119-110 Avenue

Edmonton Alberta

Canada

TABLE IS CONTINUED FROM PAGE 13

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

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

Terry Whittinghan 33,333 33,333 Nil Nil

16119-110 Avenue

Edmonton Alberta

Canada

Jeffrey Wright 33,333 33,333 Nil Nil

7 Stoneshire Close

Spruce Grove

Alberta Canada

Dennis Zubot 133,333 133,333 Nil Nil

18927-46 Avenue

Edmonton Alberta

Canada

Jacqueline Zubot 133,333 133,333 Nil Nil

18927-46 Avenue

Edmonton Alberta

Canada

The numbers in this table assume:

that none of the selling stockholders sells shares of common stock

not being offered in this prospectus or purchases additional shares

of common stock, and assumes that all shares offered are sold.

The percentages are based on 4,386,662 shares of common stock

outstanding on the date hereof.

PLAN OF DISTRIBUTION

The selling shareholders will offer and sell their shares at

$0.015 per share until our shares are quoted on the OTC Bulletin

Board or a national securities exchange and thereafter at

prevailing market prices or privately negotiated prices. The

initial offering is based on recent sales at $0.015 per share in May, June

and July 2004. Our common stock is presently not traded on any market or

securities exchange, although a market maker has informed us of its

interest to file an application for us to become eligible for

quotation on the OTC Bulletin Board.

The selling shareholders may sell our common stock in the over-the-counter market, or on any securities exchange on which our common stock is or becomes listed

or traded, in negotiated transactions or otherwise, at market prices existing at the time of sale, at prices related to existing market prices, through Rule 144 transactions or at negotiated prices.

Usual and customary or specifically negotiated brokerage

fees or commissions may be paid by the selling security holders in

connection with sales of securities. The shares will not be sold

in an underwritten public offering.

The selling security holders may sell the securities in one or

more of the following methods:

- on the "pink sheets" or in the over-the-counter market or

on such exchanges on which our shares may be listed from time-to-

time;

- in transactions other than on such exchanges or in the

over-the-counter market, or a combination of such transactions,

including sales through brokers, acting as principal or agent,

sales in privately negotiated transactions, or dispositions for

value by any selling security holder to its partners or members,

subject to rules relating to sales by affiliates; or

- through the issuance of securities by issuers other than

us, convertible into, exchangeable for, or payable in our shares.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the registration or qualification requirement is available and complied with.

Although not expected, if the selling stockholders enter into

an agreement after effectiveness, to sell their shares to a broker-

dealer as principal and the broker-dealer is acting as an

underwriter, then Empirical Ventures Inc. will file a post-effective

amendment to the registration statement, of which this prospectus

is a part, identifying the broker-dealer, providing the required

information on the plan of distribution and revising the disclosure

in the prospectus. In addition we will also file such agreement as an

exhibit to the registration statement.

In making sales, brokers or dealers used by the selling

security holders may arrange for other brokers or dealers to

participate. The selling security holders and others through whom

such securities are sold may be "underwriters" within the meaning

of the Securities Act for the securities offered, and any profits

realized or commission received may be considered underwriting

compensation.

At the time a particular offer of the securities is made by or

on behalf of a selling security holder, to the extent required, a

prospectus is to be delivered. The prospectus will include the

number of shares of common stock being offered and the terms of the

offering, including the name or names of any underwriters, dealers

or agents, the purchase price paid by any underwriter for the

shares of common stock purchased from the selling security holder,

and any discounts, commissions or concessions allowed or re-allowed

or paid to dealers, and the proposed selling price to the public.

In the event that shares of selling security holders listed in this

prospectus are transferred to other persons and parties by way of

gift, devise, pledge or other testamentary transfer, we will file a

prospectus supplement to identify the new selling security holders.

We have told the selling security holders that the anti-

manipulative rules under the Securities Exchange Act of 1934,

including Regulation M, may apply to their sales in the market.

With certain exceptions, Regulation M precludes any selling

security holders, any affiliated purchasers and any broker-dealer

or other person who participates in the distribution from bidding

for or purchasing, or attempting to induce any person to bid for or

purchase any security which is the subject of the distribution

until the entire distribution is complete. Regulation M also

prohibits any bids or purchase made in order to stabilize the price

of a security in connection with an at the market offering such as

this offering. We have provided each of the selling security

holders with a copy of these rules. We have also told the selling

security holders of the need for delivery of copies of this

prospectus in connection with any sale of securities that are

registered by this prospectus. All of the foregoing may affect the

marketability of our common stock.

We are bearing all costs relating to the registration of the

common stock and will pay these costs from cash in priority to our

operating expenses. The selling stockholders, however, will pay

any commissions or other fees payable to brokers or dealers in

connection with any sale of the common stock.

This offering will terminate on the date that all shares offered

by this Prospectus have been sold by the selling shareholders.

Penny Stock Rules

We are subject to "penny stock" regulations under Rule 15g-9

under the Securities Exchange Act. If a market for our common

stock ever develops, we will remain subject to this rules unless

the trading price of our common stock is not less than $5.00 per

share. The penny stock rules require a broker-dealer, prior to

transaction in a penny stock not otherwise exempt from the rules,

to deliver a standardized risk disclosure document that provides

information about penny stocks and the nature and level of risks in

the penny stock market.

The broker-dealer must also provide the customer with current

bid and offer quotations for the penny stock, the compensation

of the broker-dealer and its salesperson in the transaction, and,

if the broker-dealer is the sole market maker, the broker-dealer

must disclose this fact and the broker-dealer's presumed control

over the market, and monthly account statements showing the market

value of each penny stock held in the customer's account. In addition,

broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written

determination that the penny stock is a suitable investment for the purchaser

and receive the purchaser's written agreement to the transaction.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations or financial condition and are not aware of any threatened or contemplated proceeding by any governmental authority against our company.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, positions and the

ages of our directors and executive officers. Directors are

elected at our annual meeting of stockholders and serve for a one

year term or until removed from office in accordance with our

bylaws or their successors are elected and qualify. Officers are

appointed by the board of directors and their terms of office are,

except to the extent governed by employment contract, at the

direction of the board of directors. Directors do not currently

receive any compensation for their services in acting as directors.

Director

Name Age Position Since

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

Derek Ward 38 Chief Executive Officer, 2004

President, Secretary,

Treasurer, Director

and Principal Accounting Officer

Biographical Information

Derek Ward, Has Acted as our President, Secretary, Treasurer and a director

since the company’s inception April 14, 2004. from 1997 to present Mr. Ward

Has been employed as a sales manager for Can-Cell industries, his duties include

training employees, development of marketing plans and the setup and implementation of sales seminars. Also, Mr. Ward manages the development of new clients for all 10

branches of Can-cell though out Western Canada.

The Officers of the company do not devote their full time and

attention to our affairs. We estimate that Mr. Ward devotes

approximately 25% of his time to our business.

Family Relationships

There are no family relationships between any two or more of our directors or executive officers. There is no arrangement or understanding between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any

competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding

our common stock beneficially owned as of the date of this

prospectus, by:

(i) each stockholder known by us to be the beneficial

owner of five (5%) percent or more of our outstanding

common stock;

(ii)each of the our executive officers and directors;

(iii) all executive officers and directors as a group.

As at the date hereof, there were shares of our common stock issued and outstanding.

Name and Address Amount and Nature of Percent

Beneficial Owner Beneficial Owner of Class

Derek Ward 5,000,000 52.71%

All Executive

Officers and Directors

as a group

(1 person) 5,000,000 52.71 %

(1) Unless otherwise indicated the address of each of the listed

beneficial owners identified is 2775 Fir Street Suite 3E Vancouver BC, Canada V6J3C2

(2) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.

Under securities law, a person is considered a "beneficial owner" of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire

beneficial ownership within 60 days.

Change of Control

There are currently no arrangements known to us, which will or

in the future could, result in a change of control.

DESCRIPTION OF SECURITIES

General

The following description of our capital stock is a summary of

the material terms and is subject to and qualified in its entirety

by our articles of incorporation, our bylaws and Nevada Law. Our

authorized capital stock consists of 60,000,000 shares consisting

of two classes of stock as follows:

Common Stock

Our articles of incorporation authorize the issuance of

50,000,000 shares of common stock, par value $0.001. Each holder

of common stock is entitled to one vote for each share held on all

matters properly submitted to the stockholders for their vote.

Cumulative voting for the election of directors is not permitted by

the articles of incorporation.

Holders of outstanding shares of common stock are entitled to

such dividends as may be declared from time to time by the board of

directors out of legally available funds and, in the event of

liquidation, dissolution or winding up of the our affairs. In the

event that any of the aforementioned situations occur holders are

entitled to receive, ratably, our net assets available to

stockholders after distribution is made to the preferred

stockholders, if any, who are given preferred rights upon

liquidation. Holders of outstanding shares of common stock have no

preemptive, conversion or redemptive rights. To the extent that

additional shares of our common stock are issued, the relative

interests of then existing stockholders may be diluted.

As of the date of this prospectus, there were 9,486,662 shares

of our common stock issued and outstanding, held by thirty eight

(38) stockholders of record.

Preferred Stock

Our articles of incorporation authorize the issuance of

10,000,000 shares of preferred stock, par value $0.001. Our board

of directors is authorized to issue the preferred stock from time

to time in series and is further authorized to establish such

series, to fix and determine the variations in the relative rights

and preferences as between series, to fix voting rights, if any,

for each series, and to allow for the conversion of preferred stock

into common stock. No preferred stock has been issued to date.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having

prepared or certified any part of this prospectus or having given

an opinion upon the validity of the securities being registered or

upon other legal matters in connection with the registration or

offering of the common stock was employed on a contingency basis,

or had, or is to receive, in connection with the offering, a

substantial interest, direct or indirect, in the registrant or any

of its parents or subsidiaries. Nor was any such person connected

with the registrant or any of its parents or subsidiaries as a

promoter, managing or principal underwriter, voting trustee,

director, officer, or employee.

Joseph I. Emas, our independent legal counsel, has

provided an opinion on the legality of the issuance of the

securities being offered herein.

The financial statements included in this prospectus and

registration statement have been audited by Amisano Hanson,

Chartered Accountants, to the extent and for the period set forth

in their report appearing elsewhere herein and in the registration

statement, and are included in reliance upon such report given upon

the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute ("NRS"). NRS Section 78.502, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter therein.

corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or

completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747, provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The question of whether a director or officer acts as the alter ego of a corporation must be determined by the court as a matter of law.

No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated under the laws of the State of Nevada on

April 14, 2004, and are in the early developmental stage.

Effective May 18, 2004, we entered into an agreement to acquire

the prior development, existing designs and pilot implementation of a

Software program known as Darrwin from 3493734 Manitoba, Ltd. In consideration for a purchase price of $5,000.00 and 100,000 common shares of the company’s stock, $245,000 in further development expenditures and a royalty on our net revenues. Royalties are determined at the rate of 2% of net revenues until the amount paid or payable aggregates up to $250,000 and thereafter, at the rate of 1%.

Management believes that this royalty rate is favorable in relationship to the

software licensing fees normally paid in transactions of this sort.

We have not been involved in any bankruptcy, receivership or similar proceeding, nor have we been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

DESCRIPTION OF BUSINESS

Business of Issuer

Our plan is to provide as our principal product, the “Darrwin” software Program and to commercialize this software program that provides the ability to make and secure reservations for hotels and various other services via the internet. We plan to market our software in the U.S. and Canada. We plan to further develop our software program as an easy to use, functional, responsive and integrated program that focuses on the needs of the tourism and hospitality industries, for which we would sell our program to them. We are currently in the development stage and are just engaging in business operations and have not begun revenue producing activities. Our current objective is to complete further development of our product including the establishment of a viable commercial Product and to market it.

Current and Planned Development

On May 18, 2004, we entered into an agreement to acquire

the prior development, designs and pilot implementation of a

Software Program, known as Darrwin from 34937343 Manitoba Ltd.,

who developed the original design and implementation methodology

for the software program.

At the time of our acquisition the program was operational and

capable of booking hotel reservations on a Windows 2000 or Windows NT platform.

We acquired the software program designs, methods and know-how

for the software program. We did not acquire any hardware and only acquired the existing software code for the existing program as well as any software code or scripts developed, so that further development and upgrades to the program can be done in a more efficient manner. Under the terms of our agreement, we paid 3493734 Manitoba Ld. $5,000.00 and 100,000 common shares of the company’s stock.

Since our acquisition in May 2004, management’s focus has been mainly on the

design and development of our web site and researching possible locations for our test site. We have mainly focused our limited resources on implementing

preliminary design of our web site.

Our activities have been principally conducted by our management and

are currently ongoing.

Our business plan can be summarized in two principal

categories as outlined below. We estimate the development period

required to complete further development and upgrades for our software program would be six months to two years at an estimated cost of $245,000. At

present we do not have sufficient funds to engage additional

employees or contractors and to proceed with our development plan.

Continuation of development and ultimately the marketing of our

proposed product is conditional upon our obtaining additional

funding. While we are able to proceed with continued

development and upgrades of our software program on a limited

basis without additional funding, we will need additional funding

in order to fully complete the further development and upgrades

of the Darrwin software program.

1. Development of Web Site and Test Site

For marketing of our product, our plan includes the

development of a web site and web-based test site of our

for our software program. Our web site will incorporate information

about ourselves and our product. The test site will allow potential

customers the ability to tryout the features and usability of our

software prior to purchasing.

We have not commenced development of these components. We

plan to outsource the development of the web site to a firm with

expertise in designing web sites and have identified companies that

have the capability to complete this development. We have identified the environment and method for developing the software test, and have identified companies or individuals that have the ability to complete such a software test site.

2. Marketing of the Darrwin software program

Our objective will be to commence marketing upon completion of

development of the website and test site. Our marketing strategy

is proposed to be directed toward the located in the U.S. or Canada.

We plan to outsource the development of our marketing,

including the development of logos, art and design work for our

brochures and web site. We also expect to outsource our marketing

functions for the launch of our software program and ongoing

marketing functions for the foreseeable future. We believe an

independent marketing team, paid under a fair commission program

with channels for reporting customer contacts will provide the best

value and allow our management to concentrate on the further development of our product and managing the Company.

Intellectual Property

We currently plan to market our product as the “Empirical Ventures, Darrwin”. although we have not yet applied for such a registered trademark and there is no assurances that such mark would be available that we would be granted such mark. We have obtained the right to use the Internet domain name

, www.darrwin-travel.com We do not have and cannot acquire any property rights in an Internet address.

To protect our rights to intellectual property, we will rely

on a combination of trademark, copyright law, trade secret

protection, and confidentially agreements.

Competition

We will compete with numerous providers of online or Internet

accessible business applications and services companies, many of

which have far greater financial and other resources than we do.

Many of these companies have established histories and

relationships in providing online applications or systems that

enable them to attract talent, marketing support, the interest of

decision makers and financing. Moreover, proven track records are

of paramount consideration in selecting vendors.

We plan to compete through the further development of our integrated,

and easy to use software . We also plan to aggressively market the software program through successful marketers as well as through our own web site.

While our management has significant business experience,

we, as a company, have no proven track record in the online

services industry. We can provide no assurance that we will be

able to successfully market a commercially viable product or

compete in this industry.

Government Regulations

Due to the increasing popularity and use of the Internet, it

is possible that a number of laws and regulations may be adopted

with respect to the Internet generally, covering issues such as

user privacy, pricing, and characteristics and quality of products

and services. Similarly, the growth and development of the market

for Internet commerce may prompt calls for more stringent consumer

protection laws that may impose additional burdens on those

companies conducting business over the Internet. The adoption of

any such laws or regulations may decrease the growth of commerce

over the Internet, increase our cost of doing business or otherwise

have a harmful effect on our business.

Currently, governmental regulations have not materially

restricted the use or expansion of the Internet. However, the legal

and regulatory environment that pertains to the Internet is

uncertain and may change. New and existing laws may cover issues

that include:

* Sales and other taxes;

* User privacy;

* Pricing controls;

* Characteristics and quality of products and services;

* Consumer protection;

* Cross-border commerce;

* Libel and defamation;

* Copyright, trademark and patent infringement; and

* Other claims based on the nature and content of Internet

materials.

These new laws may impact our ability to develop and market

our Darrwin software system in accordance with our business plan.

We may have to qualify to do business in other jurisdictions.

If we commence our Darrwin software business, we anticipate that our

sales and our customers will be in multiple states and provinces and potentially foreign countries. As our customers may be resident in such states and foreign

countries, such jurisdictions may claim that we are required to

qualify to do business as a foreign company in each such state and

foreign country. Failure to qualify as a foreign company in a

jurisdiction where required, could subject us to fines, penalties

or other prosecutions.

Research and Development Expenditures

We have not expended any money on research and development as yet.

We have however spent $5,000.00 on the acquisition of prior development costs and plan to expend in the next 24 month period the sum of $245,000 on expenses associated with the further development and continuing upgrades of our software program.

We expect to continue to develop our software program and

expect to devote a significant proportion of our revenues and

capital funds to developing enhancements to our software program

and maintaining our competitive positioning.

Environmental Regulations

We are not aware of any environmental laws that will be

applicable to the operation of our business.

Employees

We currently have no full-time employees, two part-time

employees. Mr. Derek Ward, our President and Chief Executive Officer

is a part-time employee. As prospects and circumstances warrant, we

will engage additional full-time and part-time employees, as well

as consultants, to perform required services.

PLAN OF OPERATION

Current Operation Development

In furtherance of our business model:

On May 18, 2004, we acquired the, prior development and

pilot implementation of the Darrwin software program from

3493734 Manitoba Ltd. Corporation, a company controlled by Larry Cherrett.

Since our acquisition of, prior development, pilot and designs,

we have continued to progress our development plan focusing on

web design and finding a suitable location to implement a test site.

Based on the current usability of the Darrwin software program has confirmed

development issues and the opportunity for improving our proposed product.

We are planning upgrading our pilot software to incorporate new designs and to fully compatible with the Windows XP platform. Our objective with this upgrade are

to provide better segregation of our customers' data;

to ensure privacy of our users activities; and to improve administration of user identities and system permissions. We will test the upgraded pilot to confirm it meets these objectives.

Our plan of operations for the twelve months following the

date of this registration statement is to complete the following

objectives within the time period specified, subject to our

obtaining funding for the further development and marketing of

our software program.

To accomplish our objectives, we will need to undertake

significant development work and will accordingly need to hire

additional employees, contractors and further, engage consultants

to enable us to undertake marketing. Our plan is to hire such

employees and consultants directly. In addition, we plan to

employ or engage directly until such hiring or engagements are

completed and staff training is completed. Progress in development

and the hiring of additional staff is conditional upon our

obtaining financing.

The projected time to complete each of the elements of our

plan of operations and its anticipated cost are discussed

below:

1. Complete Development of Web and Test Sites

We have commenced development of our web site and web-based

Test site. Provided funds are available, we anticipate

that this component could be completed in a period of less than 90

days.

2. Marketing

We plan to undertake the development of a logo and other art

and to develop a look and feel for our brochures and web site and

which we will incorporate into an advertising and marketing

campaign once the development of our test and web

sites are approaching completion. We anticipate that the marketing materials

and campaign would be designed by an outside marketing consulting

firm.

Employees and Consultants

We currently have no full-time employees, one part-time

employees, Mr. Derek Ward, our President and Chief Executive

Officer. Our full-time and part-time employee and consulting positions are

not expected to exceed 4 persons in the near future, including

, a senior programmer/developer and a website designer/developer We will contract with other consultants for specialized development to the extent required.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The following important factors, among others, in some cases have affected and in the future could affect the Company's actual results and could cause the Company's actual financial performance to differ materially from that expressed in any forward-looking statement: (i) the extremely competitive conditions that currently exist in the market for companies similar to the Company and (ii) lack or resources to maintain the Company's good standing status and requisite filings with the Securities and Exchange Commission. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The following discussion should be read in conjunction with our financial statements and their explanatory notes included as part of this prospectus.

Results of Operations

We have not begun revenue-producing activities.

Currently, we are not a party to any binding agreements that will generate

revenues. Due to our lack of revenue-production to date, and our

lack of contractual commitments to generate revenue, there is no

basis at this time for investors to make an informed determination

as to the prospects for our future success. For similar reasons,

our auditors have included in their report covering our financial

statements for the period from incorporation to June 30, 2004,

that there is substantial doubt about our ability to continue as a

going concern.

For the period from incorporation April 14, 2004 through

June 30, 2004 we incurred a deficit of $8610.00. Through June 30, 2004,

we funded our operations through the sale of our equity securities.

In June 2004, we completed the sale of 3,819,992 shares of common stock for proceeds to us of $57,300.00. Additionally, we completed the sale of 566,670 share subsequent to June 30, 2004, the total proceeds received from this sale was $8,500. The sale of these shares was effected off-shore, pursuant to SEC rules, regulations and interpretations, including Regulation S.

The funds available to us currently are insufficient to carry

out our plan of operations and complete our further development of our software program and our web and test sites and, as we will be unable to generate revenues until such time as the development of our sites is completed, we will require additional financing in order to pursue our plan of operations and our business plan.

As at June 30, 2004 we had current assets net of non-related

amounts payable of $62,225.00 which are sufficient to pay the

remaining costs of the offering estimated of $27,008.34, leaving

us with working capital of $21,681.66 to cover the costs of our

web and test sites and general working capital.

Our financial plan requires us to seek additional capital in

the private and/or public equity markets. This additional capital

may be provided by the sale of equity or debt securities, or

through the issuance of debt instruments. If we receive additional

funds through the issuance of equity securities, however, our

existing stockholders may experience significant dilution.

If we issue new securities, they may contain certain rights, preferences

or privileges that are senior to those of our common stock.

Moreover, we may not be successful in obtaining additional

financing when needed or on terms favorable to our stockholders.

As we have no commitments from any third parties to provide additional

equity or debt funding, we cannot provide any assurance that

we will be successful in attaining such additional funding.

Our current operations are budgeted at approximately $1,500.00

per month or a total of $18,000.00 over the next twelve month period.

In the absence of third-party funding, Where we determine that the

available funding is insufficient to maintain our current

operations, we will reduce our expenditures accordingly.

We expect our management, affiliates and current stockholders would support

this minimum budget over the next twelve month period. Although

management has indicated a willingness to provide additional

financing for such limited operations, we have no written

commitments for funding and accordingly we can provide no assurances

that additional funding, as required, will be available to us

or be available to us upon acceptable terms. If we receive no

additional funding, we will eventually have to cease operations.

It is our objective to carry out our plan and successfully market

our product. Based on our above mentioned budget, we will be able to operate

our business, which will allow us to seek proper funding. If we are unable to obtain additional funding to conduct our development program, it is not our plan to seek other business opportunities including acquiring or merging with a

private company unless such an acquisition or merger was with a

strategic business partner or business that strengthened and

furthered our business plan as outlined in this registration

statement.

We anticipate incurring continuing operating losses for the

foreseeable future. We base this expectation, in part, on the fact

that we will incur substantial operating expenses in completing our

future development program and anticipate any revenues earned

Will assist in offsetting the costs of this future development, but

it is not likely cover these costs. Our future financial results are

also uncertain due to a number of factors, some of which are outside

our control. These factors include, but are not limited to:

(a) our ability to develop a commercially marketable software program

with the features and functionality sought by our potential customers;

(b) our ability to successfully market our software program

to potential customers;

us to generate revenues that exceed our operating costs; and

(d) the introduction and availability of competing services.

As a result of the material uncertainties discussed above

regarding our financial position and our ability to carry out

our business plan and market our proposed product, persons who

cannot afford a complete loss of their investment should not

purchase our securities.

We believe the above discussion contains a number of

forward-looking statements. Our actual results and our actual

plan of operations May differ materially from what is stated

above. Factors which May cause our actual results or our

actual plan of operations to vary include, among other things,

decisions of our board of directors not to pursue a specific

course of action based on its reassessment of the facts or new

facts, changes in the application hosting business or general

economic conditions and those other factors identified in this

prospectus.

DESCRIPTION OF PROPERTY

We do not own or lease any real property. Our principal

executive offices are controlled by Mr. Derek Ward, our President

and a director.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, there have been no material

transactions, series of similar transactions, currently proposed

transactions, or series of similar transactions, to which we are or

will be a party, in which any of our directors or executive officers,

any security holder who is known by us to own of record or beneficially more

than five percent of our common stock, any promoter, or any member

of the immediate family of any of the foregoing persons, had a

material interest.

Mr. Derek Ward May be considered a promoter within the

meaning of the federal securities Laws. At this time we have not formulated any corporate policies for entering into transactions with affiliated parties.

Members of our management team are not employed by us on a

full-time basis. They are involved in other business activities

and may, in the future become involved in other businesses. If a

specific business opportunity becomes available, such persons May

face a conflict in selecting between our business and their other

business interests.

We do not have and do not intend in the future to formulate

a policy for the resolution of such conflicts. We currently have

no agreements with members of our management team.

We have not determined when an employment agreement would be

entered into with Derek Ward, our President however we have

determined to review entering into an agreement after a public

market for our common shares develops.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock. We

anticipate applying for trading of our common stock on the OTC

Bulletin Board upon the effectiveness of the registration statement

of which this prospectus forms a part. However, we can provide no

assurance that our shares will be traded on the bulletin board or,

if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had (39) registered stockholders.

Rule 144 Shares

A total of 5,000,000 shares of our common stock will be

available for resale to the public after May 7 , 2004,

in accordance with the volume and trading limitations of

Rule 144 of the Act. In general, under Rule 144 as

currently in effect, a person who has beneficially owned shares of

a company's common stock for at least one year is entitled to sell

within any three month period a number of shares that does not

exceed the greater of:

1. 1% of the number of shares of our common stock then

outstanding which, in our case, will equal approximately 146,500

shares as of the date of this prospectus; or

2. the average weekly trading volume of our common stock

during the four calendar weeks preceding the filing of a notice on

form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale

provisions and notice requirements and to the availability of

current public information about us.

Under Rule 144(k), a person who is not one of our affiliates

at any time during the three months preceding a sale, and who has

beneficially owned the shares proposed to be sold for at least 2

years, is entitled to sell shares without complying with the manner

of sale, public information, volume limitation or notice provisions

of Rule 144.

As of the date of this prospectus, persons who are our

affiliates hold 5,000,000 shares that may be sold pursuant to Rule

144 after May 7, 2005.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling

stockholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or

bylaws that prevent us from declaring dividends

after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due

in the usual course of business; or

2. Our total assets would be less than the sum of our

total liabilities plus the amount that would be needed to

satisfy the rights of stockholders who have preferential

rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to

declare any dividends in the foreseeable future.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information relating to all

compensation awarded to, earned by or paid by us during each of the

preceding three fiscal years to: (a) all individuals serving as our

Chief Executive Officer in the fiscal year ended June 30, 2004;

and (b) each of our executive officers who earned more than

$100,000 during the fiscal year ended June 30, 2004:

Other Securities

Annual Underlying All

Name and Fiscal Compen- Options/ LTIP Other

Principal Position Year Salary Bonus sation SARs (#)Payouts Compensation

Derek Ward 2004 - - - - - -

President, CEO

Secretary

Treasurer

Option Grants in Last Fiscal Year

We did not grant any stock options to the executive officers

during our most recent fiscal year ended . We have

also not granted any stock options to executive officers.

Compensation of Directors

There are no standard arrangements pursuant to which directors

are compensated for any services provided as director. No

additional amounts are payable to directors for committee

participation or special assignments performed for and on our

behalf.

Employment Contracts and Termination of Employment

and Change-in-Control Arrangements

There are no employment contracts, compensatory plans or

arrangements, including payments to be received from us, with

respect to any of our directors or executive officers which would

in any way result in payments to any such person because of his or

her resignation, retirement or other termination of employment with

us, any change in control of us, or a change in the person's

responsibilities following such a change in control.

AVAILABLE INFORMATION

Availability of Additional Information

We have filed a registration statement on form SB-2 under the

Securities Act of 1933 with the Securities and Exchange Commission

with respect to the shares of our common stock offered through this

prospectus. This prospectus is filed as a part of that

registration statement and does not contain all of the information

contained in the registration statement and exhibits. Statements

contained in the registration statement are summaries of the

material terms of the referenced contracts, agreements or documents

and are not necessarily complete. In each instance, we refer you

to the copy of the contracts or other documents filed as exhibits

to this registration statement, and the statements we have made in

this prospectus are qualified in their entirety by reference to the

referenced contracts, agreements or documents.

The registration statement, including all exhibits, May be

inspected without charge at the SEC's Public Reference Room at 450

Fifth Street, N.W. Washington, D.C. 20549. Copies of these

materials May also be obtained from the SEC's Public Reference at

450 Fifth Street, N.W., Room 1024, Washington D.C. 20549, upon the

payment of prescribed fees. You May obtain information on the

operation of the Public Reference Room by calling the SEC at 1-800-

SEC-0330.

The registration statement, including all exhibits, has been

filed with the SEC through the Electronic Data Gathering, Analysis

and Retrieval system. Following the effective date of the

registration statement, we will become subject to the reporting

requirements of the Exchange Act and in accordance with these

requirements, will file annual, quarterly and special reports, and

other information with the SEC.

We also intend to furnish our stockholders with annual reports

containing audited financial statements and other periodic reports

as we think appropriate or as may be required by law.

This registration statement and other filings made by us with the

SEC through its Electronic Data Gathering, Analysis and Retrieval Systems are publicly available through the SEC's site on the World Wide Web located at

http//www.sec.gov.

REPORTS TO SECURITY HOLDERS

We will voluntarily send a report annually to stockholders

including our annual audited financial statements.

FINANCIAL STATEMENTS Page

Annual Audited Financial Statements

Independent Auditors' Report F-2

Financial Statements

Balance Sheet F-3

Statement of Operations F-4

Statement of Cash Flows F-5

Statement of Stockholders' Deficiency F-6

Notes to the Financial Statements F-7 - F-10

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Stated in US Dollars)

TERRY AMISANO LTD.	AMISANO HANSON
KEVIN HANSON, CA	CHARTERED ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Empirical Ventures, Inc.

We have audited the accompanying consolidated balance sheet of Empirical Ventures, Inc. (A Development Stage Company) and subsidiary as of June 30, 2004 and the related consolidated statement of operations, stockholders' equity and cash flows for the period April 14, 2004 (Date of Incorporation) to June 30, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance 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, these consolidated financial statements referred to above present fairly, in all material respects, the financial position of Empirical Ventures, Inc. and subsidiary as of June 30, 2004 and the results of their operations and their cash flows for the period April 14, 2004 (Date of Incorporation) to June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is in the Development stage and 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 1, raise substantial doubt that the Company will be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	*“AMISANO HANSON”*
September 22, 2004, except for Note 8 ii), which	CHARTERED ACCOUNTANTS
is as of November 12, 2004

750 WEST PENDER STREET, SUITE 604	TELEPHONE: 604-689-0188
VANCOUVER CANADA	FACSIMILE: 604-689-9773
V6C 2T7

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

June 30, 2004

(Stated in US Dollars)

ASSETS			2004
Current
Cash			$ 62,225

Technology rights – Note 3			6,500

			$ 68,725

LIABILITIES
Current
Accounts payable and accrued liabilities			$ 13,535

STOCKHOLDERS’ EQUITY
Preferred stock
10,000,000 shares authorized, $0.001 par value none issued
Common stock
50,000,000 shares authorized, $0.001 par value 8,919,992 issued and outstanding			8,920
Additional paid-in capital			54,880
Deficit accumulated during the development stage			( 8,610)

			55,190

			$ 68,725

Nature and Continuance of Operations – Note 1

Commitment – Note 3

Subsequent Events – Note 8

SEE ACCOMPANYING NOTES

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

for the period April 14, 2004 (Date of Incorporation) to June 30, 2004

(Stated in US Dollars)

		April 14, 2004
		(Date of Incor-
		poration) to
		June 30,
		2004
Expenses
Audit fees		$ 2,000
Consulting fees		5,750
Legal fees		785
Office and miscellaneous		75

Net loss for the period		( 8,610)

Basic and diluted loss per share		$ ( 0.00)

Weighted average number of shares outstanding		3,695,128

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

for the period April 14, 2004 (Date of Incorporation) to June 30, 2004

(Stated in US Dollars)

		April 14, 2004
		(Date of Incor-
		poration) to
		June 30,
		2004
Operating Activities
Net for the period		$ ( 8,610)
Change in non-cash working capital balance related to operations
Accounts payable and accrued liabilities		13,535

		4,925

Investing Activity
Acquisition of technology		( 5,000)


Financing Activity
Issuance of common stock		62,300

Increase in cash during the period		62,225

Cash, beginning of the period		-

Cash, end of the period		$ 62,225

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest		$ -

Income taxes		$ -

Non-cash Transaction – Note 7

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

for the period April 14, 2004 (Date of Incorporation) to June 30, 2004

(Stated in US Dollars)

				Deficit
				Accumulated
			Additional	During the
	Common Shares		Paid-in	Development
	Number	Par Value	Capital	Stage	Total

Balance, April 14, 2004 (Date of Incorporation)	-	$ -	$ -	$ -	$ -

Capital stock subscribed for cash:
– at $0.001	5,000,000	5,000	-	-	5,000
– at $0.015	3,819,992	3,820	53,480	-	57,300
Pursuant to an acquisition agreement – at $0.015	100,000	100	1,400	-	1,500
Net loss for the period	-	-	-	( 8,610)	( 8,610)

Balance, as at June 30, 2004	8,919,992	$ 8,920	$ 54,880	$ ( 8,610)	$ 55,190

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Stated in US Dollars)

Note 1

Nature and Continuance of Operations

The Company is in the development stage. The Company entered into a Technology Purchase Agreement dated May 18, 2004 to acquire the rights to a proprietary Software Program (Note 3).

These consolidated financial statements have been prepared on a going concern basis. As at June 30, 2004, the Company has accumulated a deficit of $8,610 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its capital needs by issuing equity securities. These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

The Company was incorporated in the State of Nevada, United States of America on April 14, 2004.

Note 2

Summary of Significant Accounting Policies

The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may vary from these estimates.

The consolidated financial statements have, in management’s opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Empirical Ventures Ltd. (“EVL”), a Company incorporated under the Company Act of British Columbia on May 13, 2004. All inter-company transactions have been eliminated.

Note 2

Summary of Significant Accounting Policies – (cont’d)

Development Stage Company

The Company complies with Financial Accounting Standards Board Statement (“FAS”) No. 7 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as Development stage.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar as substantantially all of the Company’s operations are in Canada. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with the FAS No. 52 “Foreign Currency Translation”.

Assets and liabilities are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income account in Stockholder’s Equity, if applicable.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in Other Items on the Statement of Operations.

Basic and Diluted Loss Per Share

In accordance with FAS No. 128, “Earnings Per Share’, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2004, the Company had no stock equivalents that were anti dilutive and excluded in the loss per share computation.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with FAS No. 109 “Accounting for Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Note 2

Summary of Significant Accounting Policies – (cont’d)

Impairment of Long-lived Assets

Capital assets are reviewed for impairment in accordance with FAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”, which was adopted effective January 1, 2002. Under FAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.

Financial Instruments

The carrying value of the Company’s financial instruments consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instrument. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

New Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying consolidated financial statements.

Note 3

Technology Rights

By a Technology Purchase Agreement dated May 18, 2004, EVL acquired all rights to a proprietary software program marketed under the trade name “Darrwin” in consideration of $5,000 (paid subsequent to June 30, 2004) and 100,000 common shares of the Company. A royalty of 2%, calculated on the net sales revenue, is payable up to a maximum of $250,000. Thereafter, the royalties shall be reduced to 1%. In addition, the Company will incur up to $245,000 for additional software development costs.

Note 4

Deferred Tax Assets

The following table summarizes the significant components of the Company’s deferred tax assets:

	Total
Deferred Tax Assets
Non-capital loss carryforward	$ 1,292
Less valuation allowance	( 1,292)

	$ -

Note 4

Deferred Tax Assets – (cont’d)

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is likely to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

Note 5

Income Taxes

No provision for income taxes has been provided for in these consolidated financial statements due to the net loss. At June 30, 2004 the Company has net operating loss carryforwards, which expire commencing in 2024, totalling approximately $8,610, the benefit of which has not been recorded in the consolidated financial statements.

Note 6

Related Party Transaction

During the period April 14, 2004, (Date of Incorporation) to June 30, 2004, the Company issued 5,000,000 shares of common stock for $5,000 to a director of the Company.

Note 7

Non-cash Transaction

Investing and financing activities that do not have an impact on current cash flows are excluded from the statement of cash flows. During the period ended June 30, 2004, the Company issued 100,000 common shares at $0.015 per share pursuant to the acquisition of technology rights. This transaction has been excluded from the statement of cash flows.

Note 8

Subsequent Events

Subsequent to June 30, 2004, the Company received $8,500 pursuant to share subscription agreements to issue 566,620 common shares at $0.015 per share.

ii)

Subsequent to June 30, 2004, the Company has filed a registration statement on Form SB-2 with the Securities and Exchange Commission in the state of Nevada for the public distribution of 4,386,662 common shares by existing shareholders. The Company will not receive any proceeds from the sale of the shares.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

NRS 78.502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

II-1

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission

registration fee 8.34

Federal Taxes NIL

State Taxes and Fees NIL

Transfer Agent Fees 1,000.00

Accounting fees and expenses 6,000.00

Legal fees and expenses 10,000.00

Consulting 10,000.00

Miscellaneous NIL

_________

Total $27,008.34

All amounts are estimates other than the Commission's

registration fee. As at June 30, 2004 $2,000 of these expenses had

been incurred and are reflected in the operating loss for the

period then ended.

We are paying all expenses of the offering listed above. No

portion of these expenses will be borne by the selling

stockholders. The selling stockholders, however, will pay any

other expenses incurred in selling their common stock, including

any brokerage commissions or costs of sale.

II-2

RECENT SALES OF UNREGISTERED SECURITIES

We issued 5,000,000 shares of common stock on May 7, 2004

to Mr. Derek Ward, at a price of $0.001 for proceeds of $5,000

We completed an offering of shares of our common stock at a price of

$0.015 per share to a total of 30 purchasers on June 30, 2004. The

total amount received from this offering was $57,300. Additionally, we

completed an offering subsequent to June 30, 2004 Which completed on July

19, 2004 at a price of $0.015 to 7 Individuals the total amount received

from this subsequent offering was $8,500. We completed the offering pursuant

to Rule 903 of Regulation S (i.e., Category 3) of the Securities Act. Each

purchaser represented to us in the subscription agreement that he

was a non-U.S. person as defined in Regulation S. We did not

engage in a distribution of this offering in the United States.

Each purchaser represented his intention to acquire the securities

for investment only and not with a view toward distribution. Each

purchaser represented to us that he will resell such securities

only in accordance with the provisions of Regulation S which

prohibit sales to or for the benefit of a U.S. person, pursuant to

registration under the Act, or pursuant to an available exemption

from registration and agrees not to engage in hedging transactions

with regard to such securities unless in compliance with the Act.

Appropriate legends were affixed to the stock certificate issued to

each purchaser in accordance with Regulation S which, among other

things, precludes transfers except as provided above. Each

purchaser was given adequate access to sufficient information about

us to make an informed investment decision. None of the securities

were sold through an underwriter and accordingly, there were no

underwriting discounts or commissions involved. Each subscription

agreement precluded transfer except under the above conditions. No

registration rights were granted to any of the purchasers.

We did not utilize an underwriter for any of the foregoing.

Other than the securities mentioned or referenced above, we have

not issued or sold any securities since..

EXHIBITS

Number Description of exhibit

3.1 Articles of Incorporation

3.2 Bylaws

4.1 Regulation "S" Securities Subscription Agreement

5.1 Opinion of Joseph I Emas, Attorney at Law, with consent to use

10.1 Technology Purchase Agreement with 3493734 Manitoba Ltd.

23.1 Consent of Amisano Hanson, Chartered Accountants

23.2 Consent of Joseph I Emas Attorney at Law (See Exhibit 5.1)

II-3

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.To file, during any period in which we offer or sell

securities, a post-effective amendment to this

registration statement:

(i) To include any prospectus

required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events which,

individually or together, represent a fundamental change in the

information in the registration statement, and Notwithstanding the

foregoing, and increase or decrease in volumes of securities

offered (if the total dollar value of securities offered

would not exceed that which was registered) and any deviation from

the low or high end of the estimated maximum offering range May be

reflected in the form of prospectus filed with the

Commission pursuant to rule 424(b)if, in the aggregate, the

changes in the volume and price represent no more than a 20%

change in the maximum aggregate offering price set forth in the

"Calculation of Registration Fee" table in the effective

registration statement; and

(iii) To include any additional or changed

material information on the plan of distribution.

2.That, for the purpose of determining any liability

under the Securities Act, each such post-effective

amendment shall be deemed to be a new registration

statement relating to the securities offered herein, and

the offering of such securities at that time shall be

deemed to be the initial bona fide offering thereof.

3.To remove from registration by means of a post-

effective amendment any of the securities being registered

hereby which remain unsold at the termination of the

offering.

Insofar as indemnification for liabilities arising under the

Securities Act May be permitted to our directors, officers and

controlling persons pursuant to the provisions above, or otherwise,

we have been advised that in the opinion of the Securities and

Exchange Commission such indemnification is against public policy

as expressed in the Securities Act, and is, therefore,

unenforceable.

II-4

In the event that a claim for indemnification against such

liabilities, other than the payment by us of expenses incurred or

paid by one of our directors, officers, or controlling persons in

the successful defense of any action, suit or proceeding, is

asserted by one of our directors, officers, or controlling persons

in connection with the securities being registered, we will,

unless in the opinion of its counsel the matter has been settled by

controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification is against

public policy as expressed in the Securities Act, and we will be

governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of

1933, the registrant certifies that it has reasonable grounds to

believe that it meets all of the requirements for filing on Form SB-

2 and authorized this amendment to the registration statement to be

signed on its behalf by the undersigned, thereunto duly authorized,

in the, on November8, 2004.

Empirical Ventures Inc.

(Registrant)

By:/s/Derek Ward

Derek Ward

President, Principal Executive, Financial

And Accounting Officer

In accordance with the requirements of the Securities Act of

1933, this amendment to the registration statement has been signed

by the following persons in the capacities and on the dates stated.

Signature Title Date: November8, 2004

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

________/s/Derek Ward President, Chief Executive November 12, 2004

Officer, Secretary, Treasurer

and Director

(Principal Executive, Financial and

Accounting Officer)