SecProbe.io

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Mail Stop 7010

      September 22, 2005

Robert L. Lee
President and Chief Financial Officer
Empyrean Holdings, Inc.
2537 S.Gessner, Suite 114
Houston, Texas 77063

	Re:	 Form 10-KSB/A for the Fiscal Year Ended December 31,
2004
 Forms 10-QSB for the Fiscal Quarters ended March 31, 2005 and
 June 30, 2005
       File No. 0-30118

Dear Mr. Lee:

		We have reviewed your response dated August 19, 2005 and
have the following additional comments.  If you disagree with a
comment, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB/A#2 for the Year ended December 31, 2004

General
1. You state in your response to comment one of our July 15, 2005
letter that an attachment has been included.  However, there is no
attachment from the company.  As previously requested, in
connection
with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

Form 10-QSB for the period ended June 30, 2005

Item 3.  Controls and Procedures
2. You disclosed that your disclosure controls and procedures were
effective, except that adjustments were required by our auditors
in
their review.  Please amend your Form 10-QSB to disclose without
qualification whether your disclosure controls and procedures are
effective or not.  In doing so, please ensure that you refile the
entire Form 10-QSB and include updated certifications and a
currently
dated signatures page.

*    *    *    *

		Please respond to these comments within 10 business
days,
or tell us when you will provide us with a response.  Please
provide
us with a supplemental response letter that keys your responses to
our comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

       	If you have any questions regarding these comments,
please
direct them to Gus Rodriguez, Staff Accountant, at (202) 551-3752
or,
in his absence, to the undersigned at (202) 551-3769.

          						Sincerely,

								Rufus Decker
								Branch Chief
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Robert Lee
Empyrean Holdings, Inc.
September 22, 2005
Page 2 of 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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