SEC Company Response from EMPYREAN HOLDINGS, INC (CIK 0001076886) — Aug 19, 2005
EMPYREAN HOLDINGS, INC (CIK 0001076886)
Date: Aug. 19, 2005 · CIK: 0001076886 · Accession: 0001056520-05-000151
AI Filing Summary & Sentiment
Referenced dates: July 15, 2005
Letter
Division of Corporate Finance United States Security and Exchange Commission Washington, DC 20549-0501 Re: Empyreans Holding, Inc Form 10-KSB/A for the fiscal year ended December 31, 2004 File No. 0-30118
Dear Mr. Rodriguez and Mr. Decker:
This letter is in response to your comment letter dated July 15, 2005, with regard to the Amended Form 10KSB filing of Empyrean Holdings, Inc. ("Company"), and the Form 8-K and Form 8-K/A filed April 12, 2005. Responses have been keyed to your comment letter.
Form 10-KSB/A #2 for the Year Ended December 31, 2004
General
A letter from the Company, on Company letterhead, is attached hereto.
Exhibit 31
Exhibit 31 has been revised as requested, and is attached hereto for your review.
Form 8-K and Form 8-K/A Filed on April 12, 2005
Once again, the Company's position is that while for accounting purposes the Tradewinds acquisition is treated as a reverse merger, legally and practically it is not. First and foremost, the management of Tradewinds did not become the management of Empyrean. The opposite, in fact, occurred. The management of Tradewinds resigned, and no longer participates in corporate governance matters involving either Tradewinds or Empyrean. Second, Empyrean is progressing with its diversification plan, which involves real estate development, as well as ownership. As reported in Empyrean's latest 10-QSB, it has formed a subsidiary Texas corporation to pursue real estate development. It is in negotiations with other companies, particularly United Construction Group, LLC, a non-affiliate, to locate and develop real properties in other states, as well as in Florida. The intention of Empyrean is to treat Tradewinds as one subsidiary acquired for the purpose of holding several already developed real estate properties in Florida to provide cash-flow, while progressing with the development of other projects independent of Tradewinds. As such, Tradewinds is not the successor entity for the purposes of control.
We will file the second amended 10-KSB after the Commission has had an opportunity to review this letter. The Company understands that Commission may have additional comments after review of this letter, and/or after review of the Form 10-KSB/A when filed. Please direct any further comments to this office, and feel free to call us at any time.
Very truly yours,
PARSONS LAW FIRM
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PARSONS LAW FIRM
PARSONS LAW FIRM
ATTORNEYS AT LAW
SUITE 2070 SKYLINE
TOWER
10900 NE 4th
STREET
BELLEVUE, WASHINGTON
98004
(425) 451-8036 FAX
(425) 451-8568
James B. Parsons*
e-mail firm-info@parsonslaw.biz
*Also admitted in Oregon and
jparsons@parsonslaw.biz
the Northern Mariana Islands
VIA FACSIMILE (202)
942-9531, REGULAR MAIL
AND FILED AS EDGAR
CORRESPONDENCE
August 19, 2005
Mr. Gus Rodriguez
Mr. Rufus Decker
Division of Corporate
Finance
United States
Security and Exchange Commission
Washington, DC
20549-0501
Re:
Empyreans Holding, Inc
Form 10-KSB/A for the fiscal year ended December 31, 2004
File No. 0-30118
Dear Mr. Rodriguez and Mr. Decker:
This letter is in response to your comment letter dated July
15, 2005, with regard to the Amended Form 10KSB filing of Empyrean Holdings,
Inc. ("Company"), and the Form 8-K and Form 8-K/A filed April 12, 2005.
Responses have been keyed to your comment letter.
Form 10-KSB/A #2 for the Year Ended December 31, 2004
General
A letter from the Company, on Company letterhead, is attached hereto.
Exhibit 31
Exhibit 31 has been revised as requested, and is attached hereto for your
review.
Form 8-K and Form 8-K/A Filed on April 12, 2005
Once again, the Company's position is that while for accounting purposes
the Tradewinds acquisition is treated as a reverse merger, legally and
practically it is not. First and foremost, the management of Tradewinds did
not become the management of Empyrean. The opposite, in fact, occurred. The
management of Tradewinds resigned, and no longer participates in corporate
governance matters involving either Tradewinds or Empyrean. Second, Empyrean
is progressing with its diversification plan, which involves real estate
development, as well as ownership. As reported in Empyrean's latest 10-QSB, it
has formed a subsidiary Texas corporation to pursue real estate development.
It is in negotiations with other companies, particularly United Construction
Group, LLC, a non-affiliate, to locate and develop real properties in other
states, as well as in Florida. The intention of Empyrean is to treat
Tradewinds as one subsidiary acquired for the purpose of holding several
already developed real estate properties in Florida to provide cash-flow,
while progressing with the development of other projects independent of
Tradewinds. As such, Tradewinds is not the successor entity for the purposes
of control.
We will file the second amended 10-KSB after the Commission has had an
opportunity to review this letter. The Company understands that Commission may
have additional comments after review of this letter, and/or after review of the
Form 10-KSB/A when filed. Please direct any further comments to this office, and
feel free to call us at any time.
Very truly yours,
PARSONS LAW FIRM
/s/ James B. Parsons
JAMES B. PARSONS
JBP:aqs
Cc: client