Empire Water S1/A IPO registration (amended)

Registration No. 333-152019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-1/A-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

EMPIRE WATER CORPORATION
(Exact name of registrant as specified in its charter)

Nevada	4971
(State or Other Jurisdiction of Organization)	(Primary Standard Industrial Classification
	Code Number)

______________________

EMPIRE WATER CORPORATION		The Corporation Trust Company of Nevada
25 Orchard Road		6100 Neil Road, Suite 500
Lake Forest, California 92630		Reno, Nevada 89511
949-215-1000		(775)688-3061
(Address and telephone number of registrant's		(Name, address and telephone
executive office)		number of agent for service)

______________________

Copies to:
The Law Office of Conrad C. Lysiak, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [ X ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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(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. [ ]

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

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

CALCULATION OF REGISTRATION FEE

Securities to be		Amount To Be	Offering Price Per		Aggregate Offering			Registration Fee
Registered		Registered	Share		Price			[1]

Common Stock		3,800,000	$	2.25	$	8,550,000	$	336.01

Common Stock issuable		4,248,000	$	2.25	$	9,558,000	$	375.63
upon the exercise of
outstanding warrants

Total		8,048,000			$	18,108,000	$	711.64

[1]	Estimated solely for purposes of calculating the registration fee under Rule 457.

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

Prospectus

EMPIRE WATER CORPORATION
8,048,000 Shares of Common Stock

This prospectus relates to the sale of up to 8,048,000 shares of our common stock by existing stockholders. Of the 8,048,000 shares of common stock, 4,248,000 shares of common stock are issuable upon the exercise of outstanding warrants.

All shares of common stock are being offered for sale by the selling stockholders at prices established by the OTC Bulletin Board operated by the Financial Industry Regulatory Authority during the term of this offering. We will not receive any proceeds from the sale of the shares offered hereby. These prices will fluctuate based on demand for the shares of our common stock. Our common stock is traded on the Bulletin Board operated by the Financial Industry Regulatory Authority under the symbol “EWCR.” On December 12, 2008, the closing price of our common stock was $2.20.

The selling stockholders and any broker-dealer executing sell orders on behalf of the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended. Commissions received by any broker-dealer may be deemed to be underwriting commissions under the Securities Act. We have agreed to indemnify the selling stockholders against certain liabilities, including liabilities under the Securities Act.

Investing in our common stock involves risks. See "Risk Factors" starting at page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____________________.

TABLE OF CONTENTS

	Page No.

Summary of Prospectus	5

Risk Factors	6

Use of Proceeds	11

Determination of Offering Price	11

Dilution and Related Information	12

Plan of Distribution; Terms of the Offering	15

Market for Common Equity and Related Stockholder Matters	16

Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Business	25

Management	28

Executive Officer and Director Compensation	30

Certain Relationships and Related Transactions	35

Principal and Selling Shareholders	37

Description of Securities	40

Litigation	41

Experts	41

Legal Matters	42

Where You Can Find More Information	42

Financial Statements	43

SUMMARY OF OUR OFFERING

We are engaged in the business of the ownership, development and sale of water resources. From January 2008 to September 30, 2008, we have generated revenue of $58,778 from the sale of irrigation water and surplus real estate and have losses of $2,268,525. We have obtained $4,750,000 in cash from eight investors and acquired title to certain material assets. One of the assets we acquired was a canal.

In order to supply the development of agricultural property in Riverside County, four canals were constructed to transport water from San Bernardino to Riverside counties, California. Three of the four canals are now owned by cities and municipalities and operated to supply their water. We own the remaining canal.

Title to the Canal property may be defective which could materially limit or prevent our rights to use and develop the Canal. We are not indemnified by anyone should our title be defective.

Our corporate offices are located at 25 Orchard Road, Lake Forest, California 92630. Our registered office is located at 6100 Neil Road, Suite 500, Reno, Nevada 89511.

The offering

We are registering 3,800,000 shares of common stock for sale by existing stockholders listed in the sections of this prospectus entitled “Selling Stockholders,” and 4,248,000 shares of common stock for sale upon the exercise of outstanding warrants by existing warrant holders listed in the sections of this prospectus entitled “Selling Stockholders.” We refer to these existing stockholders and warrant holders as the selling stockholders. All of the common stock registered by this prospectus will be sold by the selling stockholders at the prevailing market prices at the time they are sold. We currently have 19,193,300 shares of common stock outstanding, and if all of our outstanding warrants are exercised, we will have 23,441,300 shares of common stock outstanding.

Selected financial data

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

		As of			As of			As of
		September 30, 2008			June 30, 2008			June 30, 2007
Balance Sheets		(Unaudited)			(Audited)			(Audited)
Total Assets	$	9,418,475		$	9,724,736		$	94,673
Total Liabilities	$	166,607		$	100,363		$	45,421
Stockholders' Equity	$	9,251,868		$	9,624,373		$	49,252

		Three months ended			Year ended			Year ended
		September 30, 2008			June 30, 2008			June 30, 2007
Statements of Operations		(Unaudited)			(Audited)			(Audited)
Gross Revenue	$	25,407		$	33,371		$	-
Total Operating Expenses	$	729,054		$	1,550,271		$	33,067
Net Loss	$	(698,563	)	$	(1,509,944	)	$	(33,067	)

RISK FACTORS

Please consider the following risk factors before deciding to invest in our common stock.

Risks associated with EMPIRE WATER CORPORATION

Need for substantial additional capital.

We are in need of substantial additional capital, without which our ability to continue as a going concern will be jeopardized. In order to fund our ongoing, day-to-day operations, as well as to develop the West Riverside Canal (the “Canal”) and water resources, we will continue to require significant amounts of additional capital, and the failure to obtain such additional capital will materially adversely affect our operations. In order to fully implement our plan of operation, it will be necessary to raise at least an additional $16,000,000. There is no assurance that we will be successful in raising additional capital. If we raise additional capital through the sale of common stock, you could experience significant dilution. If we are unsuccessful in raising such additional capital, you could lose your entire investment.

We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing business.

Development, production and sale of water in the United States are subject to extensive laws and regulations, including environmental laws and regulations. We may be required to make large expenditures to comply with environmental and other governmental regulations. Matters subject to regulation include, among other things, construction and discharge permits for drilling and pipeline installation operations. Under these laws and regulations, we could be liable for personal injuries, property damage, discharge of hazardous materials, remediation and clean-up costs and other environmental damages. Failure to comply with these laws and regulations also may result in the suspension or termination of our operations and subject us to administrative, civil and criminal penalties. Moreover, these laws and regulations could change in ways that substantially increase our costs. Accordingly, any of these liabil ities, penalties, suspensions, terminations or regulatory changes could materially adversely affect our financial condition and results of operations.

Changes in laws and regulations over which we have no control can significantly affect our business and results of operations.

Any governmental entity that regulates our operations may enact new legislation or adopt new laws and regulations or policies at any time, and new judicial decisions may change the interpretation of existing legislation or regulations at any time. The individuals who serve as regulators are elected or are political appointees. Therefore, elections which result in a change of political administration or new appointments may also result in changes in the individuals who serve as regulators and the policies of the regulatory agencies that they serve. New laws or regulations, new interpretations of existing laws or regulations, or changes in agency policy, including as a response to shifts in public opinion, or conditions imposed during the regulatory hearing process may affect our business in a number of ways, including the following:

changing water quality or delivery service standards, treatment and discharge standards with whichwe must comply;
restricting our ability to terminate our services to customers who owe us money for servicespreviously provided;
restricting our ability to sell assets or issue debt or equity securities;
changing regulatory benefits that we expected to receive when we began offering services in aparticular area;
changing or placing additional limitations on change in control requirements relating to any

concentration of ownership of our common stock;

making it easier for governmental entities to convert our assets to public ownership via eminentdomain; and
restricting or prohibiting our extraction of water from rivers, streams, reservoirs or aquifers.

Any of these changes or any other changes in laws, regulations, judicial decisions or agency policies applicable to us may have an adverse effect on our business, financial condition, results of operations, cash flow and liquidity.

Weather conditions, natural hazards, overuse of water supplies and competing uses may interfere with our sources of water, demand for water services and our ability to supply water to customers.

Our ability to meet the existing and future water demands of our customers depends on an adequate supply of water. We anticipate that most of the water that we will be transporting or treating will come from groundwater aquifers. Drought, overuse of sources of water, the protection of threatened species or habitats or other factors may limit the availability of ground and surface water. Governmental restrictions on water use during drought conditions may also result in decreased use of water services, even if our water supplies are sufficient to serve our customers, which may adversely affect our financial condition and results of operations. Seasonal drought conditions that would impact our water services are possible in our intended service area. Following drought conditions, water demand may not return to pre-drought levels even after restrictions are lifted. Cool and wet weather may also reduce d emand for water, thereby adversely affecting our financial condition, results of operations, cash flow and liquidity. Service interruptions due to severe weather events are possible in our intended service area. These include earthquakes, high water conditions and severe electrical storms. These weather events may affect the condition or operability of our facilities, limiting or preventing us from delivering water services to our customers. Any interruption in our ability to supply water or to collect, treat and properly dispose of waste, or any costs associated with restoring service, could adversely affect our financial condition and results of operations.

Contamination of our sources of water could result in service interruptions and human exposure to hazardous substances and subject our subsidiaries to civil or criminal enforcement actions, private litigation and clean-up obligations.

If collection or industrial sewage systems fail, overflow or do not operate properly, untreated waste or other contaminants could spill onto nearby properties or into nearby streams and rivers, causing damage to persons or property, injury to aquatic life and economic damages, which may not be recoverable in rates. Liabilities resulting from such damage could adversely and materially affect our business, results of operations and financial condition.

Our insurance may not cover damage caused by overflow.

Moreover, in the event that we are deemed liable for any damage caused by overflow, our losses might not be covered by insurance policies (if such policies are in place at all), and such losses may make it difficult for us to secure insurance in the future at acceptable rates.

We have not conducted an analysis to determine if our water supplies are contaminated as a result we could be exposed to costs related to decontaminating the water and for environmental damages.

Although we have not conducted any environmental analysis of the water sources that we intend to use, these water supplies are very likely to be subject to contamination, including contamination from naturally-occurring compounds, chemicals in groundwater systems, such as nitrates, pollution resulting from man-made

sources, such as perchlorate and methyl tertiary butyl ether (MTBE), and possible terrorist attacks. In the event that our water supply is contaminated, our financial condition, results of operations, cash flow, liquidity and our reputation may be adversely affected. We might not be able to recover costs associated with treating or decontaminating water supplies through rates, or such recovery may not occur in a timely manner. Moreover, we could be held liable for environmental damage as well as damages arising from toxic tort or other lawsuits or criminal enforcement actions or other consequences arising out of human exposure to hazardous substances in our drinking water supplies.

Our reliance on third-party suppliers and service providers poses significant risks to our business and prospects.

We intend to contract with third parties for goods and services that will be essential to our operations, such as maintenance and operation services, pipes, electricity and other materials. We have also agreed to enter into a water services agreement with Basin Water, Inc. If the scope of services or pricing of this agreement are not commercially reasonable, we may incur additional costs. Further, we will be subject to substantial risks because of our reliance on other suppliers and service providers. For example:

our suppliers may not provide raw materials that meet our specifications in sufficient quantities;
our service providers may fail to properly operate the Canal or the treatment facilities;
our suppliers and service providers may face production delays due to natural disasters or strikes, lock-outs or other such actions;
one or more suppliers or service providers could make strategic changes in the lines of products andservices they offer; and
some of our suppliers will be small companies which are more likely to experience financial andoperational difficulties than larger, well-established companies, because of their limited financial andother resources.

As a result of any of these factors, we may be required to find alternative suppliers for the raw materials and services on which we rely. Accordingly, we may experience delays in obtaining appropriate raw materials and services on a timely basis and in sufficient quantities from such alternative suppliers at a reasonable price, which could interrupt services to our customers and adversely affect our revenues, financial condition, results of operations, cash flow and liquidity.

The assets of the Canal property are subject to potential condemnation through eminent domain.

Municipalities and other government subdivisions have historically been involved in the provision of water services in the United States, and organized movements may arise from time to time in one or more of the service areas in which our business is expected to operate to convert our assets to public ownership and operation through the governmental power of eminent domain. Should a municipality or other government subdivision seek to acquire the Canal or other assets through eminent domain, we may resist the acquisition. Contesting an exercise of condemnation through eminent domain may result in costly legal proceedings and may divert the attention of management from the operation of its business, and there can be no assurances that such efforts will be successful. If the Canal is condemned, the price paid for it could be much less than the aggregate paid for our shares, and our operations will disc ontinue as a going concern.

Title to the Canal property may be defective which could materially limit or prevent our rights to use and develop the Canal.

Title to the Canal was held by the a group (the “West Riverside Sellers”) pursuant to a deed recorded in 1916 and transferred to us by quit claim deed. Our rights to use significant portions of the Canal (the extent of which is currently unknown) may be limited to those of an easement holder, rather than a fee simple owner. We have made no independent effort to determine whether there may be significant encroachments on the Canal (although we are aware of some encroachments, the full extent of them are not presently known), or whether third parties may have vested rights to continue to occupy and use the Canal under claims of adverse possession or other prescriptive claims. Upon the transfer of ownership of the Canal, third parties claiming the right to continue to occupy and/or use the Canal may undertake legal action against us to seek enforcement of such rights, and we may be required to undertake legal action to evict third parties from the Canal, all of which may result in considerable expense. Efforts to obtain title insurance for the Canal property (which might have revealed certain adverse claims) have been unsuccessful, and we have been advised that no title policy can be obtained, if at all, until a record of survey has been completed for the entire Canal and approved by local governmental authorities, which will be expensive and time consuming. We have started the survey and even if a title policy is ultimately obtained, it may not reveal all encroachments or prescriptive claims, and it may contain a number of disclaimers, exceptions, and exemptions limiting the title company’s liability under the policy. As a result, we are likely to incur substantial costs for the record of survey and other curative title work, and there can be no assurances that we will ever obtain clear, unencumbered title to the Canal. If we cannot obtain clear title to the Canal, or if we are unable to ob tain clear title to critical portions of the Canal that carry water between the source of water and the end users, our ability to raise further capital, develop the Canal, and use substantial portions, will be materially adversely affected.

Taxes on the Canal property may not have been paid.

The West Riverside Sellers have advised us that significant portions of the Canal and certain equipment and other improvements erected on the Canal have not been assessed for real and personal property tax purposes. Additionally, the real property comprising the Canal has not been assessed by the California State Board of Equalization (“BOE”) as may be mandated under applicable law, and if assessed by the BOE, such assessments will not be subject to Article 13A of the California Constitution (Proposition 13), which means that the taxes on the Canal could be increased significantly on a year-to-year basis. Further, the West Riverside Sellers cannot confirm that all taxes have been paid on the entire Canal, nor can they confirm that such taxes have been paid to the proper taxing authority. As a result, (i) there could be significant tax penalties applicable to the Canal, (ii) claims of advers e possession by other parties claiming an ownership interest in portions of the Canal could be strengthened, and (iii) if taxes owed with respect to the Canal are not paid once due, the taxing authorities may place a lien on the Canal and the fixtures and improvements located thereon to secure payment of past and future taxes.

We may not be able to obtain approvals we need to operate the Canal.

Substantial portions of the Canal are not currently being operated and may not be made operational without installing pipelines, at significant cost and expense. Installing pipelines and other equipment will require obtaining permits and approvals from local governmental authorities, which could result in additional delays and costs, and to the extent such permits or approvals are discretionary on behalf of the governmental authorities, there is no guarantee that we can obtain such permits and approvals.

Portions of the Canal are inoperative.

The West Riverside Sellers have informed us that a portion of one of two tunnels through which the Canal runs has collapsed, and may not be made serviceable again. If we are unable to utilize significant portions of the Canal, our ability to fully implement our business plan will be materially adversely affected.

We have conducted limited due diligence and are presently unable to identify environmental and other liabilities associated with the Canal property.

We have conducted very little due diligence regarding the Canal and the other assets acquired. The acquisition of the Canal properties was inexact and inherently uncertain as a result of the age of the original conveyances and other factors. We have assumed the risk of the physical condition of the Canal property, including but not limited to environmental issues, including but not limited to soils contamination, accumulated waste, etc. The West Riverside Sellers have not obtained any “Phase I” or “Phase II” environmental site assessments, or any other environmental reports regarding the Canal. We have retained a firm to conduct a Phase I environmental site assessment. The costs of any environmental cleanup could be very substantial.

The nature of the water rights acquired from the West Riverside Sellers is uncertain.

The groundwater rights acquired are governed by a court judgment, where the amount of groundwater pumped out of a groundwater basin exceeds the amount of water that is naturally recharged by rainfall or other means. In these types of cases, the court allocates the amount of groundwater each user can pump in order to ensure that the groundwater supply is not depleted in the long-term. The court judgment governing West Riverside 350 Inch Water Company, a California corporation or 350IWC’s water supply clearly defines the amount of groundwater certain “named parties” can pump from the San Bernardino Basin. 350IWC is not specifically a “named party” to the judgment, however, it is recognized as a groundwater user that pumps groundwater for use on non-overlying land. Because 350IWC is not a named party, its right to pump groundwater is established as a collective right along with all other non-parties who collectively pump groundwater for use on non-overlying land. As such, it is unclear precisely what the nature of those rights are as the court judgment pertains primarily to named parties. It is also unclear to what extent those rights can be increased beyond the amount of water which the West Riverside Sellers currently pump. Because the court retains jurisdiction over the court judgment, if groundwater pumping dramatically increases and some other groundwater user is “materially harmed” the court may be asked to modify or amend the judgment. If this occurs, there is the possibility we may need to obtain additional water rights from some other source to pump groundwater to the extent the water rights acquired from the West Riverside Sellers are insufficient. We also may need to undertake or defend against legal actions to perfect our interest in the water rights being acquired from the West Riverside Sellers. Such limitations and deficiencies with respect to the water rig hts could materially limit or prevent us from raising further capital, developing the Canal, or using portions of the Canal.

The purchase of the Water Treatment Unit may not be on an arms-length basis, or on commercially reasonable terms.

The purchase of a water treatment facility (the “Water Treatment Unit”) was not the result of extensive negotiation among the parties, and was not the result of competitive bidding. Also, the seller of the Water Treatment Unit is an affiliate of Basin Water Resources, Inc. (“BWRI”). Although the price paid for such Water Treatment Unit is within the range customarily charged by the seller for similar products, the procurement process and pricing was not a result of competitive bidding and better prices for similar products may be available.

Lack of corporate formalities;potentialminority shareholder claims.

West Riverside Canal Company or WRCC and 350IWC have been in existence since 1899 and 1916, respectively. Consequently, their corporate records are incomplete and the West Riverside Sellers cannot represent that all corporate formalities have been observed over the years, including but not limited to proper meetings of their boards of directors and shareholders. As such, WRCC and 350IWC are not certain as to the identities of all shareholders and have relied upon public notice to inform unknown shareholders of recent events. Further, at least one minority shareholder has raised claims regarding his ownership of shares of and interest in the West Riverside Sellers. As a result, although we purchased assets from the West Riverside Sellers, no assurances can be made that we will not be named in any claim made by such persons. If we are named in any litigation or other claim, the costs of defending such claims may be significant. Defending against such claims could be costly and require us to offer to refund the purchase price.

We are a defendant in a class action lawsuit. In the event a judgment is rendered against us, we may have to cease operations and you will lose your investment.

We and Peter L. Jensen, our principal executive officer and principal financial officer are named as defendants in a class action law suit captionedBrandon Chariff and Bill Tenbrink, Derivatively on Behalf of Basin Water, Inc., plaintiffs vs. Peter L. Jensen et al., defendants and Basin Water, Inc, nominal defendant, Case No. CIVRS800870 pending in the Superior Court of the State of California, County of San Bernardino, West District. This is a class action lawsuit filed against Basin Water, Inc. and its officers and directors. The complaint alleges that Basin Water through its officers and directors, including Mr. Jensen, breached their fiduciary duty to Basin Water shareholders and that Empire Water Corporation aided and abetted in the brea ch. The plaintiffs are seeking actual and punitive damages and actual damages from us. Further, the plaintiffs are seeking to rescind our transaction with Basin Water Resources, Inc. and are seeking attachment, impounding, and imposing a constructive trust on our assets. In addition, the plaintiffs are seeking to recover all costs of the action including attorney’s fees. If we lose this lawsuit, we will have to cease operations and you will lose your investment.

Because there is an extremely limited public trading market for our common stock, you may not be able to resell your stock.

There is currently an extremely limited public trading market for our common stock, and there may never be a broad public trading market. Therefore, investors may not be able to resell their common stock.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock in this offering. All proceeds from the sale of the shares of common stock will be received by the selling shareholders. We will receive $5,310,000 if 4,248,000 warrants are exercised at $1.25. If the warrants are exercised, we would use the $5,310,000 for working capital.

DETERMINATION OF OFFERING PRICE

The selling shareholders are offering their securities for sale in this offering. Their shares will be sold at the market price. No shares are being offered by us. Our shares are traded on the Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA) under the symbol “EWCR.”

DILUTION AND RELATED INFORMATION

We have issued 4,248,000 warrants which can be exercised at $1.25 per common share. While the resale of shares being registered in this offering will have no dilutive effect, the warrants may have a dilutive effect depending on our tangible book value at the time of their exercise. In addition, if the warrants are exercised, there may be a dilutive effect on any person who is known to us to be the beneficial owner of more than five percent of our common stock; each director and nominee that may be the beneficial owner of our common stock; or all directors and officers as a group. The actual dilutive effect will be determined from time to time as based on the number of shares of our common stock held by such person and the amount of warrants exercised.

Dilution represents the difference between the exercise price of the warrants and the net tangible book value per share immediately after the exercise of the warrants. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the exercise price of the shares being received upon the exercise of the warrants. Dilution of the value of the shares being purchased as a result of the exercise of the warrants.

As of September 30, 2008, the net tangible book value of our shares of common stock was $9,251,868 or approximately $0.48 per share based upon 19,193,300 shares outstanding.

We currently have 19,193,000 shares of common stock outstanding. Currently there are 4,248,000 warrants outstanding. Each warrant has an exercise price of $1.25. In the event all of the warrants are exercised, we will receive $5,310,000 and if all the warrants are exercised, we will have 23,441,000 shares of common stock outstanding.

The tables set forth below reflect dilution based upon the exercise of 100%, 75%, 50% and 25% of the warrants outstanding.

If 4,248,000 Warrants Are Exercised:

If all 4,248,000 warrants are exercised, the net tangible book value of the 23,441,000 shares to be outstanding will be $14,561,868 or approximately $0.62 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.14 per share without any additional investment on their part. Warrantholders will incur an immediate dilution from $1.25 per share to $0.62 per share.

After completion of the exercise of the warrants, if 4,248,000 warrants are exercised, the warrant holders will own approximately 18.12% of the total number of shares then outstanding for which they will have made a cash investment of $5,310,000 or $1.25 per share. Our existing stockholders will own approximately 81.88% of the total number of shares then outstanding, for which they have made contributions of cash totaling $4,104,370 or approximately $0.21 per share.

If 3,186,000 Warrants Are Exercised:

If 3,186,000 warrants are exercised, the net tangible book value of the 22,379,000 shares to be outstanding will be $13,324,368 or approximately $0.59 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.11 per share without any additional investment on their part. Warrantholders will incur an immediate dilution from $1.25 per share to $0.66 per share.

After completion of the exercise of the warrants, if 3,186,000 warrants are exercised, the warrant holders will own approximately 14.24% of the total number of shares then outstanding for which they will have made a cash investment of $3,982,500 or $1.25 per share. Our existing stockholders will own approximately 85.76% of the total number of shares then outstanding, for which they have made contributions of cash totaling $4,104,370 or approximately $0.21 per share.

If 2,124,000 Warrants Are Exercised:

If 2,124,000 warrants are exercised, the net tangible book value of the 21,317,000 shares to be outstanding will be $11,906,868 or approximately $0.56 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.08 per share without any additional investment on their part. Warrantholders will incur an immediate dilution from $1.25 per share to $0.69 per share.

After completion of the exercise of the warrants, if 2,124,000 warrants are exercised, the warrant holders will own approximately 9.96% of the total number of shares then outstanding for which they will have made a cash investment of $2,655,000 or $1.25 per share. Our existing stockholders will own approximately 90.04% of the total number of shares then outstanding, for which they have made contributions of cash totaling $4,104,370 or approximately $0.21 per share.

If 1,062,000 Warrants Are Exercised:

If 1,062,000 warrants are exercised, the net tangible book value of the 20,255,000 shares to be outstanding will be $10,579,368 or approximately $0.52 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.04 per share without any additional investment on their part. Warrantholders will incur an immediate dilution from $1.25 per share to $0.73 per share.

After completion of the exercise of the warrants, if 1,062,000 warrants are exercised, the warrant holders will own approximately 5.24% of the total number of shares then outstanding for which they will have made a cash investment of $1,327,500 or $1.25 per share. Our existing stockholders will own approximately 94.76% of the total number of shares then outstanding, for which they have made contributions of cash totaling $4,104,370 or approximately $0.21 per share.

Existing Stockholders if all of the warrants are exercised:

Price per warrant	$	1.25
Net tangible book value per share before warrant exercises	$	0.48
Potential gain to existing shareholders	$	0.14
Net tangible book value per share after warrant exercises	$	0.63
Increase to present stockholders in net tangible book value per share
after warrant exercises	$	0.14
Capital contributions by existing shareholders	$	4,104,370
Number of shares outstanding before the offering		19,193,000
Number of shares after offering assuming the exercise of the maximum
number of warrants		23,441,000
Percentage of ownership by existing shareholders after warrant exercise		81.88%

Warrant holders interest if all warrants are exercised

Exercise price per warrant	$	1.25
Dilution per share	$	0.63
Capital contributions by warrant holders	$	5,310,000
Number of shares received by warrant holders		4,248,000
Percentage of capital contributions by existing shareholders		43.60%
Percentage of capital contributions by warrant holders		56.40%
Percentage of ownership by warrant holders		18.12%

Warrant holders if 3,186,000 warrants are exercised

Exercise price per warrant	$	1.25
Dilution per share	$	0.66
Capital contributions by warrant holders	$	3,982,500
Number of shares received by warrant holders		3,186,000
Percentage of capital contributions by existing shareholders		50.75%
Percentage of capital contributions by new investors		49.25%
Percentage of ownership by warrant holders		14.24%

Warrant holders if 2,124,000 warrants are exercised

Exercise price per warrant	$	1.25
Dilution per share	$	0.69
Capital contributions by warrant holders	$	2,655,000
Number of shares received by warrant holders		2,124,000
Percentage of capital contributions by existing shareholders		60.72%
Percentage of capital contributions by warrant holders		39.28%
Percentage of ownership by warrant holders		9.96%

Warrant holders if 1,062,000 warrants are exercised

Exercise price per warrant	$	1.25
Dilution per share	$	0.73
Capital contributions by warrant holders	$	1,327,500
Number of shares received by warrant holders		1,062,000
Percentage of capital contributions by existing shareholders		75.46%
Percentage of capital contributions by warrant holders		24.44%
Percentage of ownership by warrant holders		5.24%

Related Warrant Information

With respect to the warrants, with the exception of the warrants held by Canaccord Adams Inc., all of the warrants were part of a unit. Each Unit was comprised on one share of common stock and one warrant with an exercise price of $1.25 per warrant. Each unit was sold to the holder for $1.25 per unit. The warrants received by Canaccord Adams Inc. were part of the compensation paid to Canaccord Adams Inc. for placing the foregoing units with five investors.

												Total
												Possible
												Profit If
		Value of										Warrants
		Warrant										are
		on Date					Total					Exercised
		of	Total				Consider-					and all
		Issuance	Possible				ation to be	Market				Shares are
		Based	Shares if				Received	Price				Sold Based
		On	All of the	Exercise			by Empire	Per		Current		Upon a
		Black	Warrants	Price			if all	Share on		Market		Market
		Sholes	Are	Per			Warrants	Date of		Price		Price of
Name of Selling		Compu-	Exercised	Warrant			are	Warrant		Per		$2.20per
Shareholder		tation	[1]	[2]			Exercised	Issuance		Share		share
Gerlach & Company	$	0.6514	2,400,000	$	1.25	$	3,000,000	$	0.10	$	2.20	$	2,280,000
Bansco & Co.	$	0.6514	200,000	$	1.25	$	250,000	$	0.10	$	2.20	$	190,000
Landolt & Cie	$	0.6514	200,000	$	1.25	$	250,000	$	0.10	$	2.20	$	190,000
Banquiers
Rothschild Bank AG	$	0.6514	200,000	$	1.25	$	250,000	$	0.10	$	2.20	$	190,000
Zurich
Roytor & Co.	$	0.6514	200,000	$	1.25	$	250,000	$	0.10	$	2.20	$	190,000
Cannacord Adams	$	0.6514	448,000	$	1.25	$	560,000	$	0.10	$	2.20	$	425,600
Inc.
Aran Asset	$	2.2642	200,000	$	1.25	$	250,000	$	0.10	$	2.20	$	190,000
Management SA
Aton Select Fund	$	2.2642	200,000	$	1.25	$	250,000	$	0.10	$	2.20	$	190,000
Limited
Peter L. Jensen	$	2.2642	200,000	$	1.25	$	250,000	$	2.80	$	2.20	$	190,000
TOTAL			4,248,000			$	5,310,000					$	4,035,600

[1] No warrants have been exercised as of the date of this prospectus.
[2] The exercise price of each warrant is fixed and not subject to any adjustment.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

There are nine selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:

	*	On such public markets or exchanges as the common stock may from time to time be trading;
	*	In privately negotiated transactions;
	*	Through the writing of options on the common stock;
	*	In short sales; or
	*	In any combination of these methods of distribution.

The sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

	*	The market price of our common stock prevailing at the time of sale;

	*	A price related to such prevailing market price of our common stock; or
	*	Such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144 of the Securities Act of 1933, as amended or the Securities Act. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principa l, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $40,000. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1. Not engage in any stabilization activities in connection with our common stock;

2. Furnish each broker or dealer through which common stock may be offered, such as copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states 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 that state or an exemption from registration or qualification is available and is met.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the OTC Bulletin Board operated by the Financial Industry Regulatory Authority or FINRA under the symbol “EWCR.”

On January 15, 2009, the closing price of our common stock, as reported by the OTC Bulletin Board was $2.25. As of January 15, 2009, there was a total of 19,193,300 shares of common stock issued and outstanding. Of these shares, 9,200,000 shares are freely tradable and 9,993,300 shares are restricted securities

as defined in Rule 144 of the Securities Act. As of September 28, 2008, we had sixty holders of record of our common stock.

The following table sets forth the quarterly high and low bid prices per share for our common stock, as reported by the OTC Bulletin Board for the calendar years indicated. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.

Fiscal Quarter		High Bid		Low Bid

2008
Fourth Quarter	$	2.50	$	1.70
Third Quarter	$	3.00	$	1.75
Second Quarter	$	3.15	$	1.50
First Quarter	$	3.25	$	0.05

2007
Fourth Quarter	$	0.55	$	0.05
Third Quarter	$	0.55	$	0.02
Second Quarter	$	0.00	$	0.00
First Quarter	$	0.00	$	0.00

Dividends

We have not declared any cash dividends in the last two fiscal years. We intend to retain future earnings for use in our business and do not anticipate declaring or paying any cash or stock dividends on shares of our common shares in the near future. In addition, any determination to declare and pay dividends will be made by our Board of Directors in light of our earnings, financial position, capital requirements and other factors that our Board of Directors deems relevant.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a start-up corporation even though we were incorporated on May 18, 2005 as a consulting business to provide services to corporate executives. In December 2007, we decided to change our business focus to engage in the business of the ownership, development and sale of water resources. We have not yet generated or realized any significant revenues from our business operations. In December 2007 and January 2008 we received $4,000,000 through the sale of common stock and warrants and used a portion of the money to acquire title to certain material assets. One of the assets we acquired was a canal. In June 2008, we received an additional $750,000 through the sale of additional common stock and warrants. We are no longer a shell corporation.

In order to supply the development of agricultural property in Riverside County, four canals were constructed to transport water from San Bernardino to Riverside. Three of the four canals are now owned by cities and municipalities and operated to supply their water. We own the remaining canal (the “Canal”).

To date, the environmental assessment has been completed. The assessment discloses that there are no issues along the entire length of the Canal. The Meeks & Daley acquisition has closed. Although we plan to acquire other water resources in the future, at the present time we have no planned capital expenditures. There are no contractual obligations other than for monthly rent of office facilities. We have been approached by municipal agencies regarding a sale, joint venture or partnership of projects. We have not entered into any negotiations or agreements with any of them. In order to fully implement our plan of operation, it will be necessary to raise at least an additional $16,000,000. While the addition of $16,000,000 will allow us to fully and vigorously proceed with development of program, the funds are not required to maintain our current operation during the next twelve months. In light of the current economic recession, it is unlikely we will raise the $16,000,000 in the short run and as such there is no assurance that we will be able to raise the additional capital we need to fully implement our plan of operation.

Plan of Operation

Our plan of operation for the next twelve months calls for us to:

	*	Raise sufficient capital to compete project design and due diligence. (Time - 3 months. Cost $2,000,000.)

	*	Complete record of survey on Canal. (Time - 3 months. Cost $200,000.)

	*	Perfect title on Canal. (Time - 5 months. Cost $50,000.)

	*	Expand production of irrigation water. (Time - 6 months. Cost $250,000.)

Limited operating history; need for additional capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are in development stage operations and have not generated significant revenues. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of new business enterprises, including limited capital resources and possible cost overruns.

To become profitable and competitive, we will need to raise an additional $16,000,000 to fully implement our plan of operation, and no assurances can be given that we will become profitable or competitive.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on May 18, 2005 to September 30, 2008

At inception, we sold 45,000,000 shares of common stock to our officers and directors for $500 in cash. More recently, through our initial public offering, we sold 9,393,300 shares of common stock at $0.01 per share and raised $104,370 in gross proceeds. Our initial public offering was closed on March 5, 2007.

In December, 2007, we paid a stock dividend of 8 additional shares of common stock for each one share outstanding (9 for 1).

On December 18, 2007, James M. Jack resigned as one of our officers and directors and tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. On January 3, 2008, Alfred Nutt, our former president and former director tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation.

On December 28, 2007, we sold 3,000,000 Units at a per Unit price of $1.25, for aggregate gross proceeds of $3,750,000. Each Unit consisted of one share of common stock and one warrant. Each warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per warrant. All of these Units were sold to non-US persons pursuant to Regulation S of the Securities Act. All transactions took place outside the United States.

On December 28, 2007 we completed the acquisition of the Canal assets for $1,500,000 and a percentage of the net income generated from future operation of the assets. The sellers will initially receive 50% of all net income relating to operation of the business, with the percentage to decline (but not below 15%) as additional investments are made in the Canal and related assets. The income participation will not decrease in the sellers elect to match our capital infusions. In addition, on January 3, 2008, we issued 6,000,000 shares of common stock to BWRI to obtain their assignment of their rights and obligations under the agreement to acquire the Canal Assets. The shares were issued pursuant to the exemption from registration contained section 4(6) of the Securities Act of 1933 in that BWRI is an accredited investor with assets in excess of $5,000,000.

On January 3, 2008, we sold 200,000 Units to Roytor & Co. at a per Unit price of $1.25, for aggregate gross proceeds of $250,000. Each Unit consisted of one share of common stock and one warrant. Each warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per warrant. All of these Units were sold to non-US persons pursuant to Regulation S of the Securities Act of 1933. All transactions took place outside the United States of America.

In addition, on January 3, 2008, we issued warrants to acquire 448,000 restricted shares of our common stock to Canaccord Adams Inc. pursuant to the exemption from registration contained section 4(6) of the Securities Act of 1933 in that Canaccord Adams Inc. is an accredited investor with assets in excess of $5,000,000. The exercise price of the warrants is $1.25 per share.

The foregoing prices were determined by Canaccord Adams Inc. as a condition to raising the funds.

We have entered in a registration rights agreement pursuant to which we have agreed to register all of the shares issued to BWRI.

On December 28, 2007, we completed the acquisition of the Canal assets.

Between June 15, 2008 and June 25, 2008, we sold privately 600,000 Units at a per Unit price of $1.25 per Unit, for aggregate gross proceeds of $750,000. The Units were offered by us on a “best efforts” basis. Each Unit consisted of one share of common stock and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per Warrant. The foregoing Units were sold to two non-US persons outside the United States pursuant to Regulation S of the Securities Act of 1933. One sale was made to Peter L. Jensen, our principal executive officer and principal accounting officer pursuant to Section 4(6) of the Securities Act of 1933, Mr. Jensen being an accredited investor.

The foregoing prices were negotiated by our directors, including Mr. Jensen, and the purchasers of the Units.

On September 1, 2008, we completed Phase I of our environmental assessment. No significant environmental concerns or impairments were encountered during the review. Further, as a result of the review it was determined by the engineering firm that Phase II was not required.

Our loss from inception through September 30, 2008 is $2,268,525 of which $2,251,554 is for general and administrative expenses, including $1,330,094 for stock based compensation, and $80,775 is for production costs including $52,650 of depreciation of the canal assets. We generated gross revenues of $25,406 during the quarter ended September 30, 2008.

In May 2008, the Company retained a land surveying firm to conduct a survey of the canal property. The survey has been not been completed.

Empire Water intends to increase water production by installing pipelines along the length of the property. The survey is a major item which must be completed prior to the engineering and construction of pipelines. As previously mentioned, the environmental assessment has been completed and there are no significant issues along the entire length of the Canal. Based on the positive results of the environmental assessment and the anticipated completion of the survey, engineering on the project could be started in the near future.

Liquidity and Capital Resources

We initiated our canal operations in January 2008 and generated revenues of $33,371 in the third and fourth quarter of our fiscal year ended June 30, 2008. Revenue for the three months ended September 30, 2008 was $25,407. As of September 30, 2008, our total assets were $9,418,475 and our total liabilities were $166,607.

Well Production

The following reflects production and expenses from the school district (JUSD) and the golf course (IHGC) in 2006, 2007, and the first nine months of 2008:

						JUSD					IHGC
	Combined	JUSD	JUSD	JUSD	JUSD	Other	JUSD	IHGC	IHGC	IHGC	Other	IHGC
	Gallons	Gallons	Billing	Electric	Insurance	Costs	Repairs	Gallons	Electric	Insurance	Costs	Repairs
	(in000)	(in000)	(in$)	(in$)	(in$)	(in$)	(in$)	(in000)	(in$)	(in$)	(in$)	(in$)

Jan-06	7,544	806	665	66	41	100	427	6,738	548	346	840	3,568
Feb-06	9,289	1,714	1,414	142	71	173	-	7,575	629	316	767	-
Mar-06	3,411	196	162	19	22	54	35	3,215	311	365	886	574
Apr-06	8,298	825	681	61	38	93	-	7,473	548	349	847	-
May-06	17,295	3,843	3,170	235	86	209	13	13,452	823	301	731	44
Jun-06	18,007	4,604	3,798	391	99	240	-	13,403	1,139	288	700	-
Jul-06	27,945	6,976	5,755	718	97	235	688	20,969	1,889	290	705	2,069
Aug-06	22,326	5,408	4,461	512	94	228	2,098	16,918	1,601	293	712	6,562
Sep-06	21,179	4,071	3,358	425	74	181	645	17,108	1,785	313	759	2,709
Oct-06	10,783	1,637	1,351	149	59	143	46	9,146	835	328	797	255
Nov-06	14,697	2,122	1,830	191	56	136	-	12,575	1,133	331	804	-
Dec-06	10,328	1,720	1,483	149	64	157	-	8,608	747	323	783	-
	171,102	33,922	28,127	3,058	802	1,949	3,951	137,180	11,988	3,842	9,331	15,781

Jan-07	8,645	1,723	1,422	165	83	187	-	6,922	662	335	753	-
Feb-07	8,504	1,572	1,297	148	77	174	-	6,932	651	341	766	2
Mar-07	15,654	2,477	2,044	172	66	149	-	13,177	914	352	791	-
Apr-07	13,540	2,842	2,345	204	88	197	-	10,698	768	330	743	-
May-07	19,604	4,044	3,336	243	86	194	-	15,560	934	332	746	-
Jun-07	20,269	4,199	3,464	397	87	195	436	16,070	1,518	331	745	1,670
Jul-07	21,586	4,862	4,011	487	94	212	-	16,724	1,675	324	728	-
Aug-07	24,834	5,109	4,214	426	86	193	-	19,725	1,645	332	747	-
Sep-07	18,700	2,476	2,042	206	55	124	-	16,224	1,350	363	816	-
Oct-07	11,059	2,835	2,338	338	107	241	-	8,224	979	311	699	-
Nov-07	12,753	2,298	1,895	196	75	169	-	10,455	891	343	771	-
Dec-07	8,110	673	743	59	35	78	470	7,437	649	383	862	5,190
	183,258	35,110	29,151	3,039	940	2,114	906	148,148	12,637	4,076	9,166	6,862

Jan-08	3,391	370	362	55	53	102	-	3,022	446	434	838	-
Feb-08	6,000	544	533	60	44	85	-	5,456	602	443	855	-
Mar-08	14,834	2,461	2,411	185	81	156	-	12,373	928	406	784	-
Apr-08	19,295	3,600	3,527	248	91	175	10	15,695	1,079	396	765	43
May-08	19,754	3,070	3,008	244	76	146	19	16,684	1,327	412	794	104
Jun-08	21,751	4,379	4,290	433	98	189	677	17,372	1,720	390	751	2,686
Jul-08	25,092	5,072	4,970	468	99	190	908	20.020	1,848	389	750	2,200
Aug-08	24,134	4,821	4,724	429	98	205	79	19,313	1,717	390	822	317
Sep-08	18,540	3,018	2,957	330	79	161	-	15.522	1,699	409	830	-
	152,791	27,335	26,782	2,452	719	1,410	1,693	124,457	11,366	3,669	7,189	5,350

The water produced and sold from our wells is used for irrigation purposes. Accordingly, the volume of water produced is almost entirely determined by external factors such as temperature and drought conditions which cannot be controlled or predicted by us. The major production expense is electricity, which is a factor of the water pumped and therefore, it is also not subject to projecting future trends.

The two operating wells have a combined capacity of 1,050 gallons per minute. To produce the existing approximately 200 million gallons per year, the two wells need to operate for 3,175 hours per year, which is only 36% of the available operating hours in a year. Management used 300 million gallons as a conservative estimate. Although no assurances can be given, these wells are believed to have a capacity of over 300 million gallons per year, which if true, we believe can be marketed. The operating cost to produce water from these wells is approximately $20 per acre foot, which is primarily due to the costs of electricity. The school district is charged based on a price per unit based on meter readings. The current price is $315 per acre-foot. The golf course is charged for operating costs based upon its percentage of the total water pumped.

In addition to the Canal property, under the West Riverside Purchase Agreements, we acquired the water rights of 350IWC which was formed in 1916. 350IWC has produced water from the Riverside basin for much of the period since inception.

There is no assurance that we acquired title to all of the property comprising the foregoing or that the title to the foregoing is unencumbered. Further, there is no assurance that the title to the property we acquired is not materially defective.

Contractual Obligations

Pursuant to the terms of the West Riverside Purchase Agreements, the West Riverside Sellers will initially receive fifty percent (50%) of all net income relating to the operation of our business, with such percentage to decline (but not below 15%) as additional investments are made in the Canal and related assets; provided however, that the West Riverside Sellers have the right to co-invest with us, and in the event that they elect to do so, their net income participation will not decrease to the extent that they have matched our capital infusions. We will reflect the payments under the income participation agreement as an expense item on the statement of operations called Net Profit Interest.

We are the assignee of a Water Supply, Sale and Purchase Agreement (“Water Supply Agreement”) with the Jurupa Unified School District (“JUSD”), dated July 2, 2002, relating to a single school site. As set forth in the Water Supply Agreement, we are required to provide up to .81 acre feet of water per day, at a price of $250 per acre foot, subject to further adjustment. The term of the Water Supply Agreement is 20 years and it is only terminable for cause upon default (and failure to cure) by one of the parties. JUSD has a unilateral right to terminate without cause, but will have to pay for capital costs involved in building the water supply facilities based on a schedule included in the Water Supply Agreement.

We have an obligation to provide water to the Indian Hills Golf Course (“IHGC”), pursuant to Section 3.3(d) of the Assignment Agreement. As set forth therein, we are required to provide IHGC with up to 505 acre ft. of water per year, at a price equal to our costs of producing and delivering the water. This is an ongoing obligation, but if we fail to deliver at least 90% of the required water for a 60 day period, IHGC will be permitted to use, for its own benefit, the wells and pipelines necessary to obtain water.

In August 2008, we paid $548,250 to California Portland Cement Company to acquire 219 acre feet of water annually from Meeks & Daley Water Company located in southern California. Our ownership interest is evidenced by 21,390 shares of Meeks & Daley Water Company. On December 1, 2008, we completed the purchase from the California Portland Cement Company of the 21,930 shares in the Meeks and Daley Water Company.

Off-Balance Sheet Arrangements

We have no off balance sheet arrangements.

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ materially from those estimates. We believe that there are several accounting policies that are critical to understanding our historical and future performance, as these policies affect the reported amounts of revenue and the more significant areas involving management’s judgments and estimates.

These significant accounting policies relate to revenue recognition, valuation of long-lived assets and income taxes. These policies, and the related procedures, are described in detail below.

Revenue Recognition – Our revenues are derived from sales of water from our wells, which is delivered through our canal system. Our revenues are recognized based on the actual volume of water delivered each month times certain rate defined in the long-term contracts with our customers.

Valuation of long-lived assets – In conjunction with our December 2007 acquisition of assets from Indian Hills Corporation, we engaged an independent third party appraiser to assess the fair value of the assets acquired in this transaction. The aggregate purchase price of $7,380,000 was allocated to land, right of way and water rights in the amount of approximately $3.9 million, wells $1.4 million and pipeline $2.1 million. Wells and pipeline were estimated with useful life of 50 years in according to the independent third party appraiser and the standard industry. Judgments and estimates made by us related to the expected useful lives of the assets are affected by factors such as changes in industry, operating performance, loss of existing customers or service contracts, failure to obtain final approval for permits, fluctuations in economic conditions and expected future performance. If our ass umptions change in the future, we may be required to record impairment charges for these assets.

Income Taxes – Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Contingencies – In the ordinary course of business, we have entered into various contractual relationships with strategic corporate partners, customers, and distributors, licensors, licensees, suppliers, vendors and other parties. As such, we could be subject to litigation, claims or assessments arising from any or all of these relationships. We account for contingencies such as these in accordance with SFAS No. 5, Accounting for Contingencies (SFAS 5). SFAS 5 requires us to record an estimated loss contingency when information available prior to issuance of our financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies arising from contractual or legal proceedings requires that we use our best judgment when estimati ng an accrual related to such contingencies. As additional information becomes known, our accrual for a loss contingency could fluctuate, thereby creating variability in our results of operations from period to period. Likewise, an actual loss arising from a loss contingency which significantly exceeds the amount accrued for in our financial statements could have a material adverse impact on our operating results for the period in which such actual loss becomes known.

Stock-based Compensation – We accounts for our stock-based compensation in according to the provisions of SFAS No. 123(R), Share-Based Payment. This statement requires the recognition of the fair value of stock-based compensation awards in financial statements. Under the provisions of SFAS No. 123(R), stock-based compensation expense is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the award). We estimated the fair value of stock options granted during the year ended June 30, 2008 using the Black-Scholes method. Key assumptions used to estimate the fair value of stock options include the exercise price of the reward, the fair value of our common stock on the date of grant, the expected option term, the risk free interest rate at the date of grant, the expected volatility of our common stock over the expected option term, and the expected annual dividend yield on our common stock. The expected option term in years was calculated using an average of the vesting period and the option term in accordance with the “simplified method” for “plain vanilla” stock options allowed under Staff Accounting Bulletin (SAB) 107. The expected volatility was derived from the trading activity of our stock. Judgments and estimate made by us related to record the fair value of the stock options are affected by factors such as changes in the expected volatility of our common stock, the expected option term and the assumed risk free interest rate.

BUSINESS

Our primary business is to own, develop and sell water to wholesale customers under long term contract. We plan to acquire additional water production assets adjacent to our conveyance system in order to increase capacity. We also intend to acquire and develop additional water resource opportunities in California and Arizona. We plan to use the West Riverside Canal or Canal as the backbone of our operations in San Bernardino and Riverside counties. Sustainability is an important foundation of our philosophy and goals. Subsequently, we also intend to acquire, utilize and sell reclaimed water. This reclaimed water will be used to provide regional groundwater recharge and will ultimately replace all well water for irrigation supplies. We are not presently, and have no intention of being, a regulated utility selling to individuals.

Background

We were incorporated in Nevada in May 2005. From inception until December 2007 we intended to engage in business as a business consulting firm. In December 2007, we entered into an agreement with Basin Water Resources, Inc. (“BWRI”) pursuant to which BWRI assigned to us all of its rights, title and interest in and to certain rights and assets.

On May 9, 2007, BWRI and Indian Hills Water Conservation Corporation, a California corporation (“IHWCC”), West Riverside Canal Company, a California corporation (“West Riverside”), West Riverside 350 Inch Water Company, a California corporation (“350IWC,” and together with West Riverside, the “Water Companies”), Henry C. Cox II, an individual (“Cox”) and John L. West, an individual (“West,” and together with IHWCC and Cox, the “West Riverside Sellers”)entered into a Stock and Asset Purchase Agreement (the “Initial Purchase Agreement”). Pursuant to the terms of the Initial Purchase Agreement, BWRI had the right to purchase (a) a canal located in San Bernardino and Riverside Counties that is approximately eighteen miles in length (the “Canal”), (b) rights to pump water from the Riverside Basin, and (c) other equip ment and tangible and intangible personal property (collectively, the “Assets”) for total consideration of $1,500,000 and a percentage of net income generated from future operations of the Assets.

On December 21, 2007, we entered into a stock purchase agreement with BWRI, effective as of December 28, 2007 (the “BWRI Stock Purchase Agreement”). Under the terms of the BWRI Stock Purchase Agreement, we acquired the right to purchase the Assets, all of which relate to a business that extracts, pumps, appropriates, stores, supplies, distributes, transports and sells water to customers in and around the Counties of Riverside and San Bernardino in Southern California. These Assets were purchased pursuant to an Assignment and Amendment Agreement entered into on December 21, 2007 and effective as of December 28, 2007 (the “Assignment Agreement”) by and among us, BWRI, IHWCC, West Riverside, 350IWC, Cox and West, pursuant to which we purchased, as the assignee of BWRI, certain assets owned by the West Riverside Sellers. Among other things, the Assignment Agreement provided for both ( a) the assignment and delegation by BWRI, and the assumption and acceptance by us, of all of BWRI’s rights and obligations under the Initial Purchase Agreement, and (b) amends the Initial Purchase Agreement.

On December 28, 2007, pursuant to the terms of the BWRI Stock Purchase Agreement, we issued 6,000,000 shares of common stock to BWRI in exchange for the assignment of BWRI’s rights and obligations under the Assignment Agreement. We issued the 6,000,000 shares of common stock to BWRI with a fair value of $5,880,000 as derived based on the stock price quoted on Bulletin Board for the assignment of a BWRI’s rights under a prior agreement to acquire the assets. The fair value of the common stock issued was determined based on the average closing market price of Empire’s common stock over the period beginning two business days before and ending two business days after the terms of the acquisition were agreed upon and announced (total of five days). Under the agreement with BWRI, we were to issue an additional 6,000,000 shares of common stock before June 30, 2008, if we raise an additional $ 10 million. The additional shares were not issued prior to June 30, 2008. As a result, they will no longer be issued. Net income allocation based on the PSA between Indian Hills and BWRI:

Prior to the this closing, James M. Jack resigned as one of our officers and directors and tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. On January 3, 2008, Alfred Nutt, our president and sole director, tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. As set forth in the BWRI Stock Purchase Agreement, we have reimbursed BWRI for its due diligence costs and for the $100,000 deposit BWRI paid to the West Riverside Sellers. The total amount of such payments was $200,000, including the $100,000 paid for the deposit.

We have just initiated the water management business, involving the production, treatment, distribution, transportation and management of water, and will share the net income received from such operations with the West Riverside Sellers. Effective December 28, 2007, we entered into an Agreement for the Purchase and Operation of Water Treatment Unit and Operation of Water Distribution System with Basin Water, Inc. (“Basin Water”) (the “Unit Purchase Agreement”). The terms of the Unit Purchase Agreement provide that we will purchase one standard 1,000 gallon per minute nitrate regenerable water treatment system (the “Water Treatment Unit”) unit from Basin Water for an aggregate purchase price of $900,000.

As additional consideration to the West Riverside Sellers, following the closing of the transactions contemplated by the West Riverside Purchase Agreements, the West Riverside Sellers continue to share in the net income resulting from our operations (including any sale of our rights to the Canal to third parties), which are primarily intended to result from water production and distribution. As described in the West Riverside Purchase Agreements, the Seller Parties will initially receive fifty percent (50%) of all net income relating to the operation of business, with such percentage to decline (but not below 15%) as additional investments are made in the Canal and related assets; provided however, that the Seller Parties have the right to co-invest with us, and in the event that they elect to do so, their net income participation will not decrease to the extent that they have matched our capital inf usions.

Property Acquired

The Canal is approximately 18 miles in length and consists of a main canal and three separate lateral reaches. The width of the Canal property varies throughout its length, but the width recorded in the original deed is 50 feet.

In 2000, two wells and a pipeline distribution network were installed on a portion of the Canal property. This pipeline supplies irrigation water to a golf course owned by certain of the West Riverside Sellers, as well as a school district.

Although no assurances can be given, these wells are believed to have a capacity of over 300 million gallons per year, which if true, we believe can be marketed. The operating cost to produce water from these wells is approximately $20 per acre foot, which is primarily due to the costs of electricity. The school district is charged based on a price per unit based on meter readings. The current price is $315 per acre-foot. The golf course is charged for operating costs based upon their percentage of the total water pumped.

In addition to the Canal property, under the West Riverside Purchase Agreements, we are acquiring the water rights of 350IWC, which was formed in 1916. 350IWC has produced water from the Riverside basin for much of the period since inception.

Recent Acquisition

Nature of the Water We Sell

The water we sell is used by our customers for irrigation purposes. It is not potable. In the future we may sell drinking water.

Overview of the Water Resources Industry; Pricing Constraints

Water resources have historically been owned by cities, municipalities and other landowners, such as farmers, ranchers and real estate developers. Due to the constraints on the development of water resources, such as delivery to market, the water resources industry has not flourished in the past. The prices that we will be able to charge for water will depend on current market forces. Currently the Metropolitan Water District supplies 60% of the water supply to Southern California. This pricing provides an avoided cost and is a good indication of prices that we would be able to charge.

Regulation

Environmental, Health and Safety and Water Quality Regulation

Our water operations are subject to extensive United States federal, state and local laws and regulations governing the protection of the environment, health and safety, the quality of the water we deliver to our customers, water allocation rights and the manner in which we collect and treat water. We will also be subject to certain regulations, including the Safe Drinking Water Act, and other federal, state, local regulations governing the provision of water services, particularly with respect to the quality of water we distribute.

Safe Drinking Water Act

The federal Safe Drinking Water Act and regulations promulgated thereunder establish national quality standards for drinking water. The Environmental Protection Agency (the “EPA”) has issued rules governing the levels of numerous naturally occurring and man-made chemical and microbial contaminants and radionuclides allowable in drinking water and continues to propose new rules. These rules also prescribe testing requirements for detecting contaminants, the treatment systems which may be used for removing contaminants and other requirements. Federal and state water quality requirements have become increasingly more stringent, including increased water testing requirements, to reflect public health concerns.

For example, in 2001, the EPA decreased permissible arsenic levels in drinking water and required compliance by water systems by January 2006. In 2003, a new EPA rule governing non-radon radionuclides became effective, regulating uranium in drinking water for the first time and requiring initial monitoring under state programs by the end of 2007. We intend to comply with these rules.

In order to remove or inactivate microbial organisms, the EPA has promulgated various rules to improve the disinfection and filtration of drinking water and to reduce consumers' exposure to disinfectants and byproducts of the disinfection process. In January 2006, the EPA promulgated the Long Term 2 Enhanced Surface Water Treatment Rule and the Stage 2 Disinfectants and Disinfection Byproduct Rule. In October 2006, the EPA finalized the Ground Water Rule, applicable to water systems providing water from underground sources. In 2006, the EPA also proposed revisions to the monitoring and reporting requirements of the existing Lead and Copper Rule.

Although it is difficult to project the ultimate costs of complying with the above or other pending or future requirements, we do not expect current requirements under the Safe Drinking Water Act to have a material impact on our operations or financial condition.

Competition

There are a large number of established and well-capitalized companies that already implement cost-effective technologies and many of these large companies have strong and longstanding relationships with customers in the marketplace. We believe these relationships are critical in establishing credibility and in maintaining steady business. This is particularly true in the municipal market where a local presence and knowledge of the region contributes to a company’s ability to effectively market its services to municipalities. We are developing relationships with municipal customers on a local basis.

We believe our geographic expansion plans, placing our marketing and sales force closer to our customer locations, coupled with the ongoing interactions between our field service force and customers, also provide us with a competitive advantage. For our existing customers, our field services staff is often our onsite ambassadors who are able to spot and kindle future opportunities to increase the number of systems, or expand on our existing services at an existing customer site.

Finally, many of our current and potential competitors have significantly stronger financial resources, larger marketing and service organizations and significantly greater market expertise than we have. However, we believe that we compete favorably based on our relationships with our customers. In addition, we believe we also compete favorably based on lower operational costs, lower waste production, range of contaminants that can be treated, smaller system footprint and enhanced customer service.

In our business, we will compete with other businesses that sell water, including, but not limited to, the Metropolitan Water District (“MWD”). MWD is the largest water wholesaler in the world. They import water from northern Califorina and the Colorado River which is sold to member agencies from San Diego to Ventura, California. MWD supplies 60% of all the water used in southern California. Water is treated as a commodity in southern California. As such, if we can supply water at a comparable price to MWD, it will be sold in a similar manner as other commodities, such as oil.

Employees

We have a total of 4 employees. Three are full time employees and one is a part-time employee.

MANAGEMENT

Executive officers and directors

Each of our executive officers and directors will serve until their respective successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office.

The name, age and position of our present directors and executive officers are set forth below:

Name	Age	Position(s)

Peter Jensen	57	Principal Executive Officer, Treasurer, Principal Financial Officer,
25 Orchard Road		Principal Accounting Officer, and a member of the board of
Lake Forest, CA 92630		directors

John Kaites	45	Member of the board of directors
25 Orchard Road
Lake Forest, CA 92630

Piers Clark, PhD	38	Member of the board of directors
25 Orchard Road
Lake Forest, CA 92630

Larry Rowe	64	President and Secretary
25 Orchard Road
Lake Forest, CA 92630

Peter L. Jensen has been our Principal Executive Officer since February 19, 2008 and our Treasurer, Principal Financial Officer and Principal Accounting Officer since March 17, 2008. On March 14, 2008, Mr. Jensen was elected to our board of directors. From December 1999 to February 19, 2008, he served as Chief Executive Officer of Basin Water, Inc. From December 1999 to March 11, 2008, Mr. Jensen was a member of the Board of Directors of Basin Water, Inc. He was Chairman of the Board of Basin Water, Inc. from November 2006 to February 19, 2008 and President from December 1999 to October 2006. Basin Water’a common stock is traded on the NASDAQ Global Market under the symbol “BWTR.” From 1990 to 1999, Mr. Jensen served as Chairman of the Board of Directors of Western Water Company, a company engaged in the identification, development, transportation, sale and lease of water rights and wa ter. From 1990 to 1997, he also served as President and Chief Executive Officer of Western Water Company. From 1989 to 1990, he served as Chairman of the Board of Directors of Yuba Natural Resources. From 1983 to 1990, Mr. Jensen served as a President of Yuba Natural Resources. Mr. Jensen is a registered professional engineer in California, and holds a B.S. and M.S. in chemical engineering from the Massachusetts Institute of Technology.

On March 14, 2008, John Kaites was elected to our board of directors. Mr. Kaites has been a Partner in the law firm of Ridenour, Hienton, Kelhoffer, Lewis & Garth since January 2000. Since January 1999, he has been the owner of and in the government relations firm of Public Policy Partners and since November 2005 a Partner in Turning Point Public Relations. Since October 2004, Mr. Kaites has been the owner of 913 W. McDowell LLC, a real estate holding company and since September 2007, a Partner in Blue Marble Energy Resources, which is engaged in the business of energy efficiency and renewable energy technology marketing and sales. Since November 2007, Mr. Kaites has been a Partner in Shields Consulting which provides local government consulting services and a Partner in World Class Services, which provides marketing and management consulting services. All of the foregoing business are located in Phoenix, Arizona.

On March 14, 2008, Piers Clark, PhD was elected to our board of directors. Dr. Clark has served as a Director for the UK engineering consultancy firm Mouchel Parkman Services Limited, West Byfleet, England, since November 2005, where he holds the post of Managing Director, Regulated Industries. He has also been a Director for the Mouchel’s sister company Parkman Consultants Limited. Dr. Clark holds directorship positions for a number of UK technology companies including the hydro-power company, Rentricity, since March 2007, and the desalination technology company, Water Science Limited, West Byfleet, England, since Feb 2007. From October 2002 to May 2003, Dr. Clark was a Director for British Water, the trade association company for

the UK water industry, and from September 2002 to March 2004, a director and for the UV treatment process company, Quay Environmental Limited (now dissolved). From June 2002 to September 2005, Dr. Clark was a director for Sonico Limited, which developed a novel ultrasonic wastewater treatment process. From February 2003 to October 2005, Dr Clark was a Director for the engineering consultancy, WS Atkins International Limited, where he held the post of Head of Research (1998 – 2003) and Managing Director, Water (2003 –2005). The nature of the business that Dr. Clark is affiliated with is engineering consultancy, in particular in the water, energy and environment sectors.

Larry Rowe has been our President and Secretary since February 7, 2008. From June 2000 to February 2008, Mr. Rowe was Vice President of Business Development for Basin Water, Inc. Mr. Rowe has 35 years of experience in running municipal water agencies. Mr. Rowe is not an officer or a director of any other reporting companies.

During the past five years, Messrs. Jensen, Kaites, Clark and Rowe have not been the subject of the following events:

	*	Any bankruptcy petition filed by or against any business of which Messrs. Jensen, Rowe and Nutt were general partners or executive officers either at the time of the bankruptcy or within two years prior to that time.

	*	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

	*	An order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Messrs. Nutt’s, Jensens’s or Rowe’s involvement in any type of business, securities or banking activities.

	*	Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodity law, and the judgment has not been reversed, suspended or vacated.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

We have no compensation policies. Compensation arrangements and policies for these directors and officers is established by the board of directors on a case by case basis.

We do not currently have any long-term incentive plans that provide compensation intended to serve as incentive for performance. While we have granted some stock options, no formal plans have been adopted.

Executive Compensation

On March 31, 2008, the board of directors approved a salary of $100,000 payable to Peter L. Jensen, our principal executive officer, principal financial officer, and principal accounting officer. Our board of directors also approved a salary of $100,000 per annum payable to Larry Rowe our president and secretary. On May 19, 2008, Mr. Rowe was also granted an option to acquire up to 500,000 shares of common stock at an exercise price of $1.25 per share.

On March 31, 2008, the board of directors approved the payment of $1,500.00 to Peter L. Jensen, our principal executive officer and principal account officer, for the use of a portion of his home as the San Diego office of the Company.

Executive Officer Compensation Table

						Non-	Nonqualified
						Equity	Deferred	All
						Incentive	Compensa-	Other
				Stock	Option	Plan	tion	Compen-
Name and		Salary	Bonus	Awards	Awards	Compensation	Earnings	sation	Total
Principal Position	Year	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)

Peter Jensen	2008	25,000	0	0	0	0	0	4,500	29,500
Principal Executive Officer	2007	0	0	0	0	0	0	0	0
Principal Financial Officer	2006	0	0	0	0	0	0	0	0

Larry Rowe	2008	36,410	0	0	608,507	0	0	0	644,917
President & Secretary	2007	0	0	0	0	0	0	0	0
	2006	0	0	0	0	0	0	0	0

Alfred Nutt	2008	0	0	0	0	0	0	0	0
(former Principal Financial	2007	0	0	0	0	0	0	0	0
Officer and Treasurer	2006	0	0	0	0	0	0	0	0
- resigned)

James M. Jack	2008	0	0	0	0	0	0	0	0
(former President -	2007	0	0	0	0	0	0	0	0
resigned)	2006	0	0	0	0	0	0	0	0

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

Option Awards						Stock Awards

Name	Number of	Number of	Equity	Option	Option	Number of	Market	Market	Equity	Equity
	Securities	Securities	Incentive	Exercise	Expiration	Shares or	Value of	Value of	Incentive	Incentive
	Underlying	Underlying	Plan	Price	Date(2)	Units of	Shares or	Shares or	Plan	Plan
	Unexercised	Unexercised	Awards:			Stock	Units of	Units of	Awards:	Awards:
	Options	Options	Number of			That Have	Stock That	Stock That	Number of	Number of
	Exercisable,	Unexercisable,	Securities			Not	Have Not	Have Not	Shares,	Shares,
	(1)	(1)	Underlying			Vested	Vested	Vested	Units or	Units
			Unexericised						Other	or Other
			Unearned						Rights That	Rights
			Options						Have Not	That Have
									Vested	Vested

Peter Jensen	25,000	50,000	0	1.25	05/18/18	0	0	0	0	0
Principal
Executive
Officer,
Principal
Financial
Officer,
Director (3)

Larry Rowe	166,667	333,333	0	1.25	05/18/18	0	0	0	0	0
President
& Secretary

John Kaites	25,000	50,000	0	1.25	05/18/18	0	0	0	0	0
Director

Piers Clark	25,000	50,000	0	1.25	05/18/18	0	0	0	0	0
Director

1. One third of the options vest on each of the date of grant and the first and second anniversaries of the date of grant

2. The expiration date of each option is 10 years after the date of grant of suchoption

3. The options granted to Mr. Jensen were as a director of thecorporation

-32-

OPTIONEXERCISES AND STOCKVESTED
	Option Awards		Stock Awards
	Number of		Number of
	Shares	Value Realized	Shares	Value
	Acquired on	on Exercise	Acquired on	Realized on
Name	Exercise		Vesting	Vesting

Peter Jensen	0	0	0	0
Principal Executive Officer
Principal Financial Officer

Larry Rowe	0	0	0	0
President & Secretary

John Kaites	0	0	0	0
Director

Piers Clark	0	0	0	0
Director

Employment Agreements

We have not entered into employment agreements with any of our executive officers. We anticipate that we may enter into employment agreements with our new officers as they are appointed.

Compensation of Directors

Each member of our board of directors will receive a fee of $25,000 per annum plus an option to acquire up to 75,000 shares of common stock at an exercise price of $1.25 per share for the fiscal year ending June 30, 2008. On March 31, 2008, the board of directors directed that Peter L. Jensen and Larry Rowe be reimbursed for all travel expenses they incurred in connection with their capital raising trip to Europe.

Other than the foregoing, there are no plans or arrangements to compensate our directors. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of our board of directors. We have no director's service contracts.

Director's Compensation Table

	Fees
	Earned				Nonqualified
	or			Non-Equity	Deferred
	Paid in	Stock	Option	Incentive Plan	Compensation	All Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)	(US$)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)

Peter L. Jensen	7,292	0	91,276	0	0	0	98,568

John Kaites	7,292	0	91,276	0	0	0	98,568

Piers Clark	7,292	0	91,276	0	0	0	98,568

Alfred Nutt	0	0	0	0	0	0	0
(resigned)
James M. Jack	0	0	0	0	0	0	0
(resigned)

Pension Benefits and Compensation Plans

We do not have any pension benefits or compensation plans.

Potential Payments Upon Termination or Change-in-Control

SEC regulations state that we must disclose information regarding agreements, plans or arrangements that provide for payments or benefits to our executive officers in connection with any termination of employment or change in control of the company. We currently have no employment agreements with any of our executive officers, nor any compensatory plans or arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in any executive officer's responsibilities following a change-in-control.

Family Relationships

There are no familial relationships among the executive officers and directors.

Director Independence

Messrs. John Kaites and Piers Clark are independent directors. Mr. Jensen is not independent because he is our principal executive officer, treasurer, principal financial officer and principal accounting officer.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company, nor has any interlocking relationship existed in the past with the exception of Peter Jensen who was a member of the Board of Directors of Basin Water, Inc. which is the parent corporation of Basin Water Resources, Inc. which owns 31.26% of our common stock. Mr. Jensen was a director from December 1999 to March 11, 2008.

CERTAIN TRANSACTIONS

In June 2005, we issued a total of 5,000,000 shares of restricted common stock to Mr. Jack, who at the time was our sole officer and director in consideration of $500 cash. In June 2006, Mr. Jack sold 2,500,000 of his common stock to Mr. Nutt, in consideration for $250 cash. In December 2007 we paid a stock dividend of eight additional shares of common stock for each share of common stock outstanding. After the stock dividend was paid, Mr. Jack owned 22,500,000 restricted shares of common stock and Mr. Nutt owned 22,500,000 shares of common stock. In December 2007, Mr. Jack returned all of his shares of common stock to us and the shares were cancelled. In January 2008, Mr. Nutt returned all of his shares of common stock to us and the shares were cancelled. Neither Mr. Jack nor Mr. Nutt received any compensation for the return of their shares to us.

Mr. Jack has advanced funds to us for our legal, audit, filing fees, general office administration and cash needs. As of June 30, 2007, Mr. Jack advanced us $45,421 for our benefit. The loan represented cash advanced to us by Mr. Jack, our founder, who was also a former officer and director. The loan was due upon demand, with no interest or collateral. Imputed interest in the amount of $4,400 and $1,872 for the years ended June 30, 2007 and June 30, 2008 was included in paid-in capital.

On May 6, 2008, the advances were cancelled by mutual agreement with Mr. Jack.

Our office was located at the home of Mr. Jack. We did not pay any rent to Mr. Jack and there was no agreement to pay any rent to Mr. Jack.

Neither Mr. Jack nor Mr. Nutt have any continuing involvement with us.

Our office is currently located at 25 Orchard Road, Lake Forest, California 92630.

In December 2007, we entered into an agreement with Basin Water Resources, Inc. (“BWRI”) pursuant to which BWRI assigned to us all of its rights, title and interest in and to certain rights and assets.

On December 28, 2007, pursuant to the terms of the BWRI Stock Purchase Agreement, we issued 6,000,000 shares of common stock to BWRI in exchange for the assignment of BWRI’s rights and obligations under the Assignment Agreement. Prior to this closing, James M. Jack resigned as one of our officers and directors and tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. On January 3, 2008, Alfred Nutt, our president and sole director, tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. As set forth in the BWRI Stock Purchase Agreement, we have reimbursed BWRI for its due diligence costs and for the $100,000 deposit BWRI paid to the West Riverside Sellers. The total amount of such payments was $200,000, including the $100,000 paid for the deposit.

On March 31, 2008, the board of directors approved the payment of $25,000 per annum to Peter L. Jensen, John Kaites and Piers Clark to serve on the board of directors plus an option to acquire up to 75,000 shares of common stock at an exercise price of $1.25 per share for the fiscal year ending June 30, 2008.

On March 31, 2008, the board of directors approved a salary of $100,000 per annum payable to Larry Rowe our president and secretary. Mr. Rowe was also granted an option to acquire up to 500,000 shares of common stock at an exercise price of $1.25 per share.

On March 31, 2008, the board of directors approved a salary of $100,000 per annum payable to Peter L. Jensen, our principal executive officer, principal financial officer, and principal accounting officer.

On March 31, 2008, the board of directors approved the payment of $1,500.00 per month to Peter L. Jensen, our principal executive officer and principal account officer, for the use of a portion of his home as the San Diego office of the Company.

On June 25, 2008, Peter L. Jensen, our principal executive officer and principal financial officer acquired 200,000 units from us. Each Unit consisted of one share of common stock and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per share.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth, as of January 15, 2009, the total number of shares owned beneficially by each of our directors and officers individually and as a group, and each person who is known by us to beneficially own more than 5% of our total outstanding shares. Percentage of beneficial ownership is based on 19,193,300 shares of common stock outstanding as of January 15, 2009. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. Unless provided otherwise, the address of each person listed on the table is c/o Empire Water Corporation, 25 Orchard Road, Lake Forest, California 92630.

		Shares Beneficially Owned
Name and Address of Beneficial Owner		Number		Percent of Class

Peter Jensen		475,000	[1]	2.04%

John Kaites		75,000	[2]	0.32%

Piers Clark		75,000	[2]	0.32%

Larry Rowe		500,000	[3]	2.14%


All officers and directors as a group (4 persons)		1,125,000		4.82%

Basin Water Resources, Inc.		6,000,000	[4]	25.73%
8731 Prestige Court, Rancho Cucamonga, CA 91730

Gerlach & Company		4,800,000	[5]	20.58%
333 West 34^thStreet, 3^rdFloor, New York, NY 10001

[1]	Includes warrants to acquire an additional 200,000 shares of common stock at an exercise price of $1.25 per warrant
	share and an option to acquire an additional 75,000 shares of common stock at $1.25 per share.

[2]	Includes options to acquire up to 75,000 shares of common stock at an exercise price of $1.25 per share.

[3]	Includes options to acquire up to 500,000 shares of common stock at an exercise price of $1.25 per share.

[4]	Scott Hamilton, general cousel, exercises shared voting and/or dispositive powers with respect to Basin Water
	Resources, Inc.

[5]	Includes warrants to acquire an additional 2,400,000 shares of common stock at an exercise price of $1.25 per warrant
	share. Such warrants are subject to a limitation on exercise that provides that the holder may not exercise such warrant
	if following such exercise the holder would beneficially own in excess of 9.999% of our issued and outstanding
	common shares. Frode Aschim exercises shared voting and/or dispositive powers with respect to Gerlach &
	Company.

Selling Shareholders

The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and includes all warrants exercisable within the next six months.

						Percentage
						of shares
						owned after the
			Total number of	Percentage of	Number of	offering assuming
			shares owned	shares owned	shares being	all of the share are
Name			prior to offering	prior to offering	offered	sold in the offering

Gerlach & Company [1][a]			4,800,000	20.58%	4,800,000	0%
Bansco & Co. [2][a]			400,000	1.72%	400,000	0%
Landolt & Cie Banquiers [3][a]			400,000	1.72%	400,000	0%
Rothschild Bank AG Zurich [4][a]			400,000	1.72%	400,000	0%
Roytor & Co. [5][a]			400,000	1.72%	400,000	0%
Cannacord Adams Inc. [6][b]			448,000	1.92%	448,000	0%
Aran Asset Management SA [7][c]			400,000	1.72%	400,000	0%
Aton Select Fund Limited [8][c]			400,000	1.72%	400,000	0%
Peter L. Jensen [9][c]			400,000	1.72%	400,000	0%
TOTAL			8,048,000	34.54%	8,048,000	0%

[1	]	Represents 2,400,000 shares of common stock and 2,400,000 shares of common stock issuable upon the
		exercise of warrants. Frode Aschim exercises shared voting and/or dispositive powers with respect to
		Gerlach & Company. The warrants are subject to a limitation on exercise that provides that the holder may
		not exercise such warrant if following such exercise the holder would beneficially own in excess of 9.999%
		of our issued and outstanding common shares. Currently, Gerlach & Company owns more than 9.999% of
		our issued and outstanding common stock and accordingly may not exercise any of its warrants.

[2	]	Represents 200,000 shares of common stock and 200,000 shares of common stock issuable upon the
		exercise of warrants. Charles Brookes exercises share voting and/or dispositive powers with respect to
		Bansco & Co.

[3	]	Represents 200,000 shares of common stock and 200,000 shares of common stock issuable upon the
		exercise of warrants. Vincent Guyot exercises share voting and/or dispositive powers with respect to
		Landolt & Cie Banquiers.

[4	]	Represents 200,000 shares of common stock and 200,000 shares of common stock issuable upon the
		exercise of warrants. Ernst Pernet, Max Sonderegger, and Ronald Hartman exercise share voting and/or
		dispositive powers with respect to Rothschild Bank AG Zurich.

[5	]	Represents 200,000 shares of common stock and 200,000 shares of common stock issuable upon the
		exercise of warrants. Charlie Cannon-Brookes exercises share voting and/or dispositive powers with
		respect to Roytor & Co.

[6	]	Represents 448,000 shares of common stock issuable upon the exercise of warrants. Don MacFayden
		exercises share voting and/or dispositive powers with respect to Canaccord Adams, Inc. Canaccord Adams,
		Inc. is a broker dealer registered with the Securities and Exchange Commission and the Financial Industry
		Regulatory Authority and may be deemed an underwriter.

[7	]	Represents 200,000 shares of common stock and 200,000 shares of common stock issuable upon the
		exercise of warrants. Robert C. Reinhart exercises share voting and/or dispositive powers with respect to
		Aran Asset Management SA.

[8]	Represents 200,000 shares of common stock and 200,000 shares of common stock issuable upon the
	exercise of warrants. Herner Keicher exercises share voting and/or dispositive powers with respect to Aton
	Select Fund Limited.

[9]	Represents 200,000 shares of common stock and 200,000 shares of common stock issuable upon the
	exercise of warrants. Mr. Jensen is our principal executive officer, treasurer, principal financial officer,
	principal accounting officer and a member of our board of directors and may be deemed an underwriter.
	The units are registered in the name of Peter and Lorna Jensen.

	The following is a summary of the foregoing shares of common stock and warrants.

	[a]	Between December 28, 2007 and January 3, 2008, we sold privately 3,200,000 Units at a per Unit price
		of $1.25 per Unit, for aggregate gross proceeds of $4,000,000. The Units were offered by us on a “best
		efforts” basis. Each Unit consisted of one share of common stock and one Warrant. Each Warrant is
		exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per
		Warrant. The foregoing Units were sold to five non-US persons pursuant to Regulation S of the
		Securities Act of 1933. All transactions took place outside the United States of America. We retained
		Canaccord Adams Inc. as our selling agent. On December 28, 2007 we paid Canaccord Adams
		$325,000 for services rendered in connection with the foregoing.

	[b]	On January 3, 2008, we issued warrants to acquire 448,000 restricted shares of our common stock to
		Canaccord Adams Inc. pursuant to the exemption from registration contained section 4(6) of the
		Securities Act of 1933 in that Canaccord Adams Inc. is an accredited investor with assets in excess of
		$5,000,000. Canaccord Adams Inc. received the warrants as partial compensation for underwriting
		activities. The exercise price of the warrants is $1.25 per share. Canaccord Adams, Inc. is a broker
		dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory
		Authority.

	[c]	Between June 15, 2008 and June 25, 2008, we sold privately 600,000 Units at a per Unit price of $1.25
		per Unit, for aggregate gross proceeds of $750,000. Each Unit consisted of one share of common stock
		and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an
		exercise price of $1.25 per Warrant. The foregoing Units were sold to two non-US persons outside the
		United States pursuant to Regulation S of the Securities Act of 1933. One sale was made to Peter L.
		Jensen, our principal executive officer and principal accounting officer pursuant to Section 4(6) of the
		Securities Act of 1933, Mr. Jensen being an accredited investor.

Other than investing money with us, the foregoing selling security holders have had no material relationship with us during the last three years with exception of Peter L. Jensen our principal executive officer, treasurer, principal financial officer, principal accounting officer and a member of our board of directors.

No selling shareholder, other than Peter Jensen, has entered into any agreements with us with the exception of the Stock Purchase Agreement that was executed in connection with the purchase of the Units described herein. Mr. Jensen has an oral agreement with us whereby he is compensated as one of our officers and directors. The agreement is oral and the terms are disclosed in the Executive Compensation section of this prospectus.

Peter Jensen exercises voting and/or dispositive powers with respect to the securities to be offered for resale by him.

No selling shareholder is a registered broker dealer or an affiliate of a registered broker dealer with the exception of Canaccord Adams Inc. which is a broker dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

To our knowledge, no selling shareholder has taken a short position or plans to take a short position prior to SEC effectiveness of this registration statement.

Future Sales of Shares

A total of 19,193,300 shares of common stock were issued and outstanding as of January 15, 2009. Of the 19,193,300 shares outstanding, 9,200,000 are freely tradable and 9,993,300 are restricted securities as defined in Rule 144 of the Securities Act of 1933. Under Rule 144, the restricted shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. If all outstanding warrants are exercised there will be 23,441,000 shares of common stock outstanding.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.00001 per share. The holders of our common stock:

	*	have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;
	*	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
	*	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and
	*	are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Preferred Stock

We are authorized to issue 100,000,000 shares of preferred stock with a par value of $0.00001 per share. The terms of the preferred shares are at the discretion of the board of directors. Currently no preferred shares are issued and outstanding.

Warrants

As of January 15, 2009, there are warrants outstanding to purchase 4,248,000 shares of common stock at an exercise price of $1.25. The warrants are immediately exercisable and these warrants are exercisable for a period of twenty-four months after the date of issuance after which they will expire if not exercised.

Anti-takeover provisions

There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control.

Stock transfer agent

Our stock transfer agent is Pacific Stock Transfer Company, 500 E. Warm Springs Road, Suite 240, Las Vegas, Nevada 89119, telephone 702-361-3033.

LITIGATION

The Company and Peter L. Jensen, Chairman of the Board and Chief Executive Officer of the Company, are named as defendants in a lawsuit captioned:In re Basin Water, Inc. Derivative Litigation, Case No. CIVRS800870, which is pending in the Superior Court of the State of California, County of San Bernardino, West District. The complaint is a derivative action brought by the shareholders of Basin Water, Inc. (“Basin Water”) on behalf of Basin Water seeking to recover alleged damages sustained by Basin Water. Plaintiffs assert claims for unjust enrichment and aiding and abetting breach of fiduciary duty against the Company arising out of the Company’s December 2007 transaction with Basin Water Resources, Inc. The damages that plai ntiffs are seeking to recover from the Company include compensatory damages, rescission of the transaction, injunctive relief, disgorgement, and attorney’s fees and costs. With respect to Mr. Jensen, plaintiffs assert claims for breach of fiduciary duty, violations of the California Corporations Code, waste of corporate assets, and unjust enrichment arising out of alleged conduct by Mr. Jensen while he was an officer and/or director of Basin Water. The damages that plaintiffs are seeking to recover include compensatory damages, treble damages for violations of the California Corporations Code, and attorney’s fees and costs.

EXPERTS

Our financial statements for the period from inception to June 30, 2008 included in this prospectus have been audited by Malone & Bailey, P.C., Independent Registered Public Accounting Firm, 2925 Briarpark, Suite 930, Houston, Texas 77042, telephone (713) 343-4200 as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

The Law Office of Conrad C. Lysiak, P.S., 601 West First Avenue, Suite 903, Spokane, Washington 99201, telephone (509) 624-1475 has passed on the legality of the shares of common stock being offered herein.

WHERE YOU CAN FIND MORE INFORMATION

After we complete this offering, we will be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

FINANCIAL STATEMENTS

Our fiscal year end is June 30. We will provide audited financial statements to our stockholders on an annual basis; the statements will be audited by a firm registered with the Public Company Accounting Oversight Board.

	Index
UNAUDITED FINANCIAL STATEMENTS for the three months ended September 30, 2008
and 2007
Balance Sheets	F-1
Statements of Operations	F-2
Statements of Stockholders' Equity (Deficit)	F-3
Statements of Cash Flows	F-4
Notes to financial statements	F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-8
FINANCIAL STATEMENTS for the years ended June 30, 2008 and June 30, 2007
Balance Sheets	F-9
Statements of Operations	F-10
Statements of Changes in Stockholders' Equity (Deficit)	F-11
Statements of Cash Flows	F-12
Notes to Financial Statements	F-13

Financial Statements for the Years Ended December 31, 2006 and 2005
Report of Independent Registered Public Accounting Firm	F-20
Consolidated Balance Sheets – December 31, 2006 and 2005	F-21
Consolidated Statements of Operations – Years ended December 31, 2006 and 2005	F-22
Consolidated Statements of Changes in Stockholders’ Deficit – Years ended December 31,
2006 and 2005	F-23
Consolidated Statements of Cash Flows – Years ended December 31, 2006 and 2005	F-24
Notes to Consolidated Financial Statements	F-25

Unaudited Financial Statements for the Nine Months Ended September 30, 2007 and 2006
Consolidated Balance Sheets	F-27
Consolidated Statements of Operations	F-28
Consolidated Statements of Cash Flows	F-29
Notes to Consolidated Financial Statements	F-30

Unaudited Pro Forma Financial Statements
Pro-Forma Balance Sheet - September 30, 2007	F-32
Pro-Forma Statements of Operations - 12 months ended June 30, 2007	F-33
Pro-Forma Statements of Operations - 3 months ended September 30, 2007	F-34
Notes to Pro-Forma Financial Statements	F-35

EMPIRE WATER CORPORATION
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)

	September 30				June 30
		2008			2008
ASSETS
CURRENT ASSETS:
Cash	$	580,249		$	1,316,690
Restricted cash		1,639			1,639
Accounts receivable		16,034			12,193
Prepaid expenses and other current assets		20,999			36,725
Total current assets		618,921			1,367,247

Land and water rights		3,870,000			3,870,000
Property and equipment net of accumulated depreciation
$55,625 and $36,546		4,372,132			4,387,489
Deposits		557,422			100,000

TOTAL ASSETS	$	9,418,475		$	9,724,736

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITES:
Accounts payable	$	165,238		$	100,363
Accrued liabilities		1,369			-
Total current liabilities		166,607			100,363

COMMITMENTS AND CONTINGENCIES (Note 4)		-			-

STOCKHOLDERS' EQUITY
Common stock, $0.00001 par, 100,000,000 shares authorized,
19,193,300 shares issued and outstanding		192			192
Additional paid-in capital		11,520,201			11,194,143
Deficit accumulated during development stage		(2,268,525	)		(1,569,962	)
Total stockholders' equity		9,251,868			9,624,373

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,418,475		$	9,724,736

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

F-1

EMPIRE WATER CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

								May 18, 2005
								(Inception)
		Three Months Ended						Through
		September 30,						September 30,
		2008			2007			2008

Water sales	$	25,407		$	-		$	58,778
Production costs		31,880			-			80,773
Gross loss		(6,473	)		-			(21,995	)

OPERATING EXPENSES
General and administrative		696,004			5,454			2,251,554
Depreciation		1,170			-			2,616

Net operating loss		(703,647	)		(5,454	)		(2,276,165	)

OTHER INCOME (EXPENSES)
Interest income		5,084			-			13,872
Interest expense		-			(916	)		(6,232	)

NET LOSS	$	(698,563	)	$	(6,370	)	$	(2,268,525	)

Basic and diluted net loss per share	$	(0.04	)	$	(0.00	)

Weighted average common shares
outstanding (basic and diluted)		19,193,300			54,393,300

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

F-2

EMPIRE WATER CORPORATION
(A Development Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
(Unaudited)
May 18, 2005 (Inception) through September 30, 2008

										Deficit
										Accumulated
										During the
	Common						Paid-In			Development
	Shares			Par			Capital			Stage			Totals

Founders shares issued at inception	45,000,000		$	450		$	50		$	-		$	500
Net Loss	-			-			-			(10,141	)		(10,141	)
Balances, June 30, 2005	45,000,000			450			50			(10,141	)		(9,641	)

Buyback of founders shares	(22,500,000	)		(225	)		(25	)		-			(250	)
Issuance to new director	22,500,000			225			25			-			250
Net Loss	-			-			-			(16,811	)		(16,811	)
Balances, June 30, 2006	45,000,000			450			50			(26,952	)		(26,452	)

Shares issued for cash	9,393,300			94			104,276			-			104,370
Imputed Interest	-			-			4,400			-			4,400
Net Loss	-			-			-			(33,066	)		(33,066	)
Balances, June 30, 2007	54,393,300			544			108,726			(60,018	)		49,252

Shares issued for cash	3,800,000			38			4,749,962			-			4,750,000
Stock issuance costs	-			-			(596,224	)		-			(596,224	)
Shares issued for assignment of
contract	6,000,000			60			5,879,940			-			5,880,000
Cancellation of founders shares	(45,000,000	)		(450	)		450			-			-
Imputed interest	-			-			1,832			-			1,832
Cancellation of stockholder's loan	-			-			45,421			-			45,421
Stock based compensation	-			-			1,004,036			-			1,004,036
Net Loss	-			-			-			(1,509,944	)		(1,509,944	)
Balances, June 30, 2008	19,193,300			192			11,194,143			(1,569,962	)		9,624,373

Stock based compensation	-			-			326,058			-			326,058
Net Loss	-			-			-			(698,563	)		(698,563	)
Balances, March 31, 2008	19,193,300		$	192		$	11,520,201		$	(2,268,525	)	$	9,251,868

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

F-3

EMPIRE WATER CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
								May 18, 2005
								(Inception)
		Three Months Ended						Through
		September 30,						September 30,
		2008			2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(698,563	)	$	(6,370	)	$	(2,268,525	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		18,720			-			55,266
Stock based compensation		326,058			-			1,330,094
Imputed interest		-			916			6,232
Changes in operating assets and liabilities:
Accounts receivable		(3,841	)		-			(16,034	)
Prepaid expenses and other current assets		15,726			-			(20,999	)
Accounts payable		64,875			1,726			165,238
Accrued liabilities		1,369			-			1,369
NET CASH USED IN OPERATING ACTIVITIES		(275,656	)		(3,728	)		(747,359	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets		(3,363	)		-			(2,417,398	)
Restricted cash		-			-			(1,639	)
Deposit made on purchase of assets		(457,422	)		-			(557,422	)
NET CASH USED IN INVESTING ACTIVITIES		(460,785	)		-			(2,976,459	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of
issuance costs		-			-			4,258,646
Advances from related parties		-			-			45,421
NET CASH PROVIDED BY FINANCING ACTIVITIES		-			-			4,304,067

NET DECREASE IN CASH AND CASH AND CASH
EQUIVALENTS		(736,441	)		(3,728	)		580,249

CASH AND CASH EQUIVALENTS - beginning of
period		1,316,690			94,673			-

CASH AND CASH EQUIVALENTS - end of period	$	580,249		$	90,945		$	580,249

SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Income taxes paid	$	-		$	-
Interest paid		-			-
The accompanying notes are an integral part of these financial statements.

F-4

EMPIRE WATER CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)

NOTE 1-BUSINESS

Our primary business is to own, develop and sell water to wholesale customers under long term contract.

In December, 2007 we purchased certain assets relating to a business that extracts, pumps, appropriates, stores, supplies, distributes, transports and sells water to customers in and around the Counties of Riverside and San Bernardino in Southern California. The business and assets acquired include certain wells and pipelines and related equipment and water rights, as well as a canal that is approximately eighteen (18) miles long, and is located in Riverside and San Bernardino Counties.

NOTE 2-BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICY

The accompanying unaudited interim financial statements of Empire Water Corporation (formerly Cascade Coaching Corp.), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Empire’s Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal 2008 as reported i n the Form 10-K, have been omitted.

Use of estimates– The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from the estimates.

Cash and Cash Equivalents–For purposes of the statement of cash flows, we consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Property and Equipment–Property and equipment consists of land, pipeline, wells and related equipment are stated at cost less accumulated depreciation. Depreciation on pipeline, wells and related equipment are calculated using the straight line method over the estimated useful lives of fifty years.

Impairment of Long-Lived Assets– Empire evaluates long-lived assets and intangible assets for impairment in accordance with SFAS No. 144,Accounting for the Impairment of Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the use of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were recorded from May 18, 2005 (inception) through September 30, 2008.

Asset Retirement Obligations– Empire accounts for its asset retirement obligations in accordance with SFAS No. 143,Accounting for Asset Retirement Obligationsand Financial Accounting Standard Board Interpretation No. 47,Accounting for Conditional Asset Retirement Obligations(FIN 47). As of September 30, 2008,no asset r etirement obligation was deemed necessary.

Maintenance and Repairs– The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred.

F-5

Revenue Recognition–Revenues are derived from sales of water from wells owned by us, which is delivered through our canal system. The revenues are recognized based on the actual volume of water delivered each month.

Accounts Receivable–We record accounts receivable net of allowances for uncollectible accounts. Any allowance for uncollectible accounts would be determined based on a review of past due amounts.

Income taxes– We recognize deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. We provide a valuation allowance for deferred tax assets for which we do not consider realization of such assets to be more likely than not.

Recently issued accounting pronouncements– We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Basic and diluted net loss per share– The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the period ended September 30, 2008 and 2007, there were no potential dilutive securities.

Stock-based compensation–Stock based compensation expense is measured at the date of grant, based on the calculated fair value of the stock-based award, and is recognized as expense over the employee’s requisite service period (generally the vesting period of the award).

Note 3-DEPOSITS

In June 2008, Empire entered into an agreement with California Portland Cement Company to acquire their 3% outstanding shares of the Meeks & Daley Water Company. The shares will entitle Empire to appropriate approximately 219 acre feet of water annually from Meeks & Daley. Empire made deposits into escrow of $100,000 in June 2008 and $448,250 in August 2008 representing the full purchase price of the shares pending on the closing. As of September 30, 2008, while the closing was still pending, the total purchase price of $548,250 was classified as deposits.

Note 4-COMMITMENTS AND CONTINGENCIES

We have an obligation to provide water to the Indian Hills Golf Course (“IHGC”), pursuant to Section 3.3(d) of the Assignment Agreement. As set forth therein, we are required to provide IHGC with up to 505 acre ft. of water per year, at a price equal to our cost of producing and delivering the water. This is an ongoing obligation, but if we fail to deliver at least 90% of the required water for a 60 day period, IHGC will be permitted to use, for its own benefit, the wells and pipelines necessary to obtain water.

F-6

The Company and Peter L. Jensen, Chairman of the Board and Chief Executive Officer of the Company, are named as defendants in a lawsuit captioned:In re Basin Water, Inc. Derivative Litigation, Case No. CIVRS800870, which is pending in the Superior Court of the State of California, County of San Bernardino, West District. The complaint is a derivative action brought by the shareholders of Basin Water, Inc. (“Basin Water”) on behalf of Basin Water seeking to recover alleged damages sustained by Basin Water. Plaintiffs assert claims for unjust enrichment and aiding and abetting breach of fiduciary duty against the Company arising out of the Company’s December 2007 transaction with Basin Water Resources, Inc. The damages that plaintiffs are seeking to recove r from the Company include compensatory damages, rescission of the transaction, injunctive relief, disgorgement, and attorney’s fees and costs. With respect to Mr. Jensen, plaintiffs assert claims for breach of fiduciary duty, violations of the California Corporations Code, waste of corporate assets, and unjust enrichment arising out of alleged conduct by Mr. Jensen while he was an officer and/or director of Basin Water. The damages that plaintiffs are seeking to recover include compensatory damages, treble damages for violations of the California Corporations Code, and attorney’s fees and costs.

As the case is still in the early stage, Empire could not assess the possibility of a loss.

F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Empire Water Corporation
(A Development Stage Company)
Lake Forest, California

We have audited the accompanying balance sheets of Empire Water Corporation (a Development Stage Company) as of June 30, 2008 and 2007 and the related statements of operations, cash flows and stockholders' equity (deficit) for the years then ended and the period from May 18, 2005 (inception) to June 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, audits of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing opinions on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinions. 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 us ed and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2008 and 2007, and the results of its operations and its cash flows for the periods described in conformity with accounting principles generally accepted in the United States of America.

MALONE & BAILEY, PC
MALONE & BAILEY, PC
www.malonebailey.com
Houston, Texas

October 10, 2008

F-8

EMPIRE WATER CORPORATION
(formerly Cascade Coaching Corp.)
(A Development Stage Company)
BALANCE SHEETS

		June 30			June 30
		2008			2007
ASSETS
CURRENT ASSETS:
Cash	$	1,316,690		$	94,673
Restricted cash		1,639			-
Accounts receivable		12,193			-
Prepaid expenses and other current assets		36,725			-
Total current assets		1,367,247			94,673

Land and water rights		3,870,000			-
Property and equipment, net of accumulated depreciation
of $36,546		4,387,489			-
Deposits		100,000			-

TOTAL ASSETS	$	9,724,736		$	94,673

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITES:
Accounts payable-related party	$	-		$	45,421
Accounts payable		100,363			-
Total current liabilities		100,363			45,421

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' EQUITY
Common stock, $0.00001 par, 100,000,000 shares authorized,
19,193,300 and 54,393,300 shares issued and outstanding		192			544
Additional paid-in capital		11,194,143			108,726
Deficit accumulated during development stage		(1,569,962	)		(60,018	)
Total shareholders' equity		9,624,373			49,252

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,724,736		$	94,673

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

F-9

EMPIRE WATER CORPORATION
(Formerly Cascade Coaching Corp.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS

								May 18, 2005
								(Inception)
		Years Ended June 30,						Through
		2008			2007			June 30, 2008

Water sales	$	33,371		$	-		$	33,371
Production costs		48,893			-			48,893
Gross loss		(15,522	)		-			(15,522	)

OPERATING EXPENSES
General and administrative		1,499,932			33,067			1,555,550
Depreciation		1,446			-			1,446

Net operating loss		(1,516,900	)		(33,067	)		(1,572,518	)

OTHER INCOME (EXPENSES)
Interest income		8,788			-			8,788
Interest expense		(1,832	)		-			(6,232	)

NET LOSS	$	(1,509,944	)	$	(33,067	)	$	(1,569,962	)

Basic and diluted net loss per share	$	(0.04	)	$	(0.00	)

Weighted average common shares
outstanding (basic and diluted)		35,696,579			47,571,848

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

F-10

EMPIRE WATER CORPORATION
(Formerly Cascade Coaching Corp.)
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

									Deficit
									Accumulated
						Paid			During the
	Common					In			Development
	Shares		Par			Capital			Stage				Totals

Founders shares issued at inception	45,000,000		$	450		$	50		$	-		$	500
Net Loss	-			-			-			(10,141	)		(10,141	)
Balances, June 30, 2005	45,000,000			450			50			(10,141	)		(9,641	)

Buyback of founders shares	(22,500,000	)		(225	)		(25	)		-			(250	)
Issuance to new director	22,500,000			225			25			-			250
Net Loss	-			-			-			(16,811	)		(16,811	)
Balances, June 30, 2006	45,000,000			450			50			(26,952	)		(26,452	)

Shares issued for cash	9,393,300			94			104,276			-			104,370
Imputed interest	-			-			4,400			-			4,400
Net Loss	-			-			-			(33,066	)		(33,066	)
Balances, June 30, 2007	54,393,300			544			108,726			(60,018	)		49,252

Shares issued for cash	3,800,000			38			4,749,962			-			4,750,000
Stock issuance costs	-			-			(596,224	)		-			(596,224	)
Shares issued for assignment of contract	6,000,000			60			5,879,940			-			5,880,000
Cancellation of founders shares	(45,000,000	)		(450	)		450			-			-
Imputed interest	-			-			1,832			-			1,832
Cancellation of stockholder's loan	-			-			45,421			-			45,421
Stock based compensation	-			-			1,004,036			-			1,004,036
Net Loss	-			-			-			(1,509,944	)		(1,509,944	)
Balances, June 30, 2008	19,193,300		$	192		$	11,194,143		$	(1,569,962	)	$	9,624,373

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

F-11

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EMPIRE WATER CORPORATION
(Formerly Cascade Coaching Corp.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

								May 18, 2005
								(Inception)
		Years Ended June 30,						Through
		2008			2007			June 30, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,509,944	)	$	(33,066	)	$	(1,569,962	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation		36,546			-			36,546
Stock based compensation		1,004,036			-			1,004,036
Imputed Interest		1,832			4,400			6,232
Changes in operating assets and liabilities:
Accounts receivable		(12,193	)		-			(12,193	)
Prepaid expense and other current assets		(36,725	)		-			(36,725	)
Accounts payable		100,363			(1,500	)		100,363
NET CASH USED IN OPERATING ACTIVITIES		(416,085	)		(30,166	)		(471,703	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of fixed assets and land and water rights		(2,414,035	)		-			(2,414,035	)
Restricted cash		(1,639	)		-			(1,639	)
Deposit made on purchase of assets		(100,000	)		-			(100,000	)
NET CASH USED IN INVESTING ACTIVITIES		(2,515,674	)		-			(2,515,674	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance costs		4,153,776			104,370			4,258,646
Advances from related parties		-			20,340			45,421
NET CASH PROVIDED BY FINANCING ACTIVITIES		4,153,776			124,710			4,304,067

NET CHANGE IN CASH AND CASH AND CASH EQUIVALENTS		1,222,017			94,544			1,316,690

CASH AND CASH EQUIVALENTS - beginning of period		94,673			129			-

CASH AND CASH EQUIVALENTS - end of period	$	1,316,690		$	94,673		$	1,316,690

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income tax payable	$	-		$	-
Interest paid		-			-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issued for purchase of fixed assets and land and water rights	$	5,880,000		$	-
Common shares cancelled		450			-
Cancellation of advances from related party		45,421			-

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

F-12

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EMPIRE WATER CORPORATION
(Formerly Cascade Coaching Corp,)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION

Empire Water Corporation ("Empire") is engaged in the sale and transportation of water. Empire, a Nevada corporation, was formed on May 18, 2005. Prior to December 2007, Empire was established to be a business consulting firm. In December 2007, Empire acquired the assets from Indian Hills Water Conservation Corporation, West Riverside Canal Company and the West Riverside 350 Inch Water Company. The assets were comprised of a canal located in San Bernardino and Riverside Counties that is approximately eighteen miles in length and the rights to pump water from the Riverside Basin and certain other equipment and tangible and intangible personal property. At that time Empire changed its business from consulting to operation and utilization of the acquired assets.

Currently, Empire’s primary business is to own, develop and sell water to wholesale customers under long term contract. Empire plans to acquire additional water production assets adjacent to Empire’s conveyance system in order to increase capacity. Empire also intends to acquire and develop additional water resource opportunities in California and Arizona. Empire plans to use the West Riverside Canal as the backbone of Empire’s operations in San Bernardino and Riverside counties. Sustainability is an important foundation of Empire philosophy and goals. Subsequently, Empire also intends to acquire, utilize and sell reclaimed water. This reclaimed water will be used to provide regional groundwater recharge and will ultimately replace all well water for irrigation supplies. Empire is not presently and has no intention of being a regulated utility selling to individuals.

Background

From inception until December 2007 Empire intended to engage in business as a business consulting firm. In December 2007, Empire entered into an agreement with Basin Water Resources, Inc. (“BWRI”) pursuant to which BWRI assigned to Empire all of its rights, title and interest in and to certain rights and assets (Note 3). Accordingly, Empire’s primary business now is to own, develop and sell water to wholesale customers under long term contract.

Pursuant to the agreement with BWRI Empire acquired the right to purchase certain assets relating to a business that extracts, pumps, appropriates, stores, supplies, distributes, transports and sells water to customers in and around the Counties of Riverside and San Bernardino in Southern California. The business and assets acquired include certain wells and pipelines and related equipment and water rights, as well as a canal that is approximately eighteen (18) miles long, and is located in Riverside and San Bernardino Counties

In consideration of the assignment of BWRI’s rights and obligations, Empire issued BWRI 6,000,000 shares of common stock. The shares were issued in January 2008. However, for accounting purposes, the shares are considered issued as of December 28, 2007, the closing date of the transaction. Prior to the Closing, one of Empire’s officers and directors resigned and tendered back to Empire all shares of common stock owned by him (22,500,000 shares) for cancellation. In January 2008, Empire’s president and sole director tendered back to Empire all shares of common stock owned by him (22,500,000 shares) for cancellation pursuant to an agreement dated December 28, 2007. For accounting purposes, the cancellation was deemed to have occurred on December 28, 2007. If Empire were successful in raising additional capital in the minimum amount of at least $10,000,000 before June 30, 2008, Empire would issue an additional 6,000,0 00 shares of Empire’s common stock to BWRI. Empire did not raise the additional $10,000,000 as of June 30, 2008, as a result, Empire will not need to issue the additional 6,000,000 shares of Empire’s common stock to BWRI.

As additional consideration, the Sellers continue to share in the net income resulting from Empire’s operations (including any sale of Empire’s rights to the Canal to third parties), which are primarily intended to result from water production and distribution. The Seller Parties will initially receive fifty percent (50%) of all net income relating to the operation of business, with such percentage to decline (but not below 15%) as additional investments are made in the Canal and related assets; provided however, that the Seller Parties have the right to co-invest with Empire, and in the event that they elect to do so, their net income participation will not decrease to the extent that they have matched Empire’s capital infusions.

F-13

-56-

Empire also entered into an Agreement for the Purchase and Operation of Water Treatment Unit and Operation of Water Distribution System. The Agreement provides that Empire will purchase one standard 1,000 gallon per minute nitrate regenerable water treatment system unit for an aggregate purchase price of $900,000, all of which has been paid as of June 30, 2008.

In December 2007 and January, 2008, Empire sold privately 3,200,000 Units at a per Unit price of $1.25 per Unit, for aggregate gross proceeds of $4,000,000. The Units were offered by Empire on a “best efforts” basis. Each Unit consisted of one share of common stock and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per Warrant (Note 10).

In connection with the unit sale Empire incurred costs to Empire’s selling agent, and others of $596,224. In addition, Empire granted warrants to acquire 448,000 restricted shares of Empire’s common stock to Empire’s selling agent. The exercise price of the warrants, which will be exercisable for two years, is $1.25 per share.

In June 2008, Empire sold privately an additional 600,000 Units at a per Unit price of $1.25 per share for aggregate gross proceeds of $750,000. There were no costs incurred in connection with the sales of these units.

Empire is considered to be a development stage company and as such the financial statements presented herein are presented in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 7,Accounting and Reporting by Development Stage Enterprises.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Use of Estimates– The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. Actual results could differ from the estimates.

Reclassifications have been made to prior years’ financial statement presentation to conform to the current year presentation.

Cash and Cash Equivalents– Empire considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Impairment of Long-Lived Assets– Empire evaluates long-lived assets and intangible assets for impairment in accordance with SFAS No. 144,Accounting for the Impairment of Disposal of Long-Lived Assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the use of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair val ue of the assets. No impairment losses were recorded from May 18, 2005 (inception) through June 30, 2008.

Asset Retirement Obligations– Empire accounts for its asset retirement obligations in accordance with SFAS No. 143,Accounting for Asset Retirement Obligationsand Financial Accounting Standard Board Interpretation No. 47,Accounting for Conditional Asset Retirement Obligations(FIN 47). As of June 30, 2008,no asset retiremen t obligation was deemed necessary.

Maintenance and Repairs– The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred.

F-14

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Revenue Recognition–Revenues are derived from sales of water from wells owned by Empire, which is delivered through Empire’s canal system. The revenues are recognized based on the actual volume of water delivered each month.

Accounts Receivable–Empire records accounts receivable net of allowances for uncollectible accounts. Any allowance for uncollectible accounts would be determined based on a review of past due amounts.

Income taxes– Empire accounts for income taxes in accordance with SFAS No. 109,Accounting for Income Taxes. The asset and liability approach of SFAS No. 109 requires the recognition of deferred tax assets and liabilities for the tax consequences of temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes using enacted tax rates in effect for the years in which the differences are expected to reverse. Valuation allowances are provided, if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized in the foreseeable future.

Recently issued accounting pronouncements– Empire does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Empire’s results of operations, financial position or cash flow.

Basic and diluted net loss per share– The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an "if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the period from May 18, 2005 (inception) to June 30, 2008, there were no potential dilutive securities.

NOTE 3 - ACQUISITION

On December 28, 2007, Empire acquired all of the operating assets of Indian Hills Water Conservation Corporation and its subsidiaries, West Riverside Canal Company and West Riverside 350 Inch Water Company. In anticipation of this acquisition, Empire changed its name from Cascade Coaching Corp to Empire Water Corporation. The aggregate purchase price for the assets was $7,380,000 consisting of $1,500,000 paid in cash to the Indian Hills group and 6,000,000 shares of common stock of Empire issued to BWRI with a fair value of $5,880,000 for the assignment of a BWRI’s rights under a prior agreement to acquire the assets. The fair value of the common stock issued was determined based on the average closing market price of Empire’s common stock over the period beginning two business days before and ending two business days after the terms of the acquisition were agreed upon and announced (total of five days).

Seller has the right to share future income of Empire. See Note 1 for more detailed discussion on the income sharing.

The allocation of the purchase price was determined by Empire’s management based on the fair value of the acquired assets as derived by an independent third party appraiser. The following table presents the estimated fair values of the acquired assets at the date of acquisition:

Wells	$	1,400,000
Pipeline		2,110,000
Land, right of way and water rights		3,870,000
Property and equipment, net	$	7,380,000

F-15

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If Empire is successful in raising additional capital in the minimum amount of at least $10,000,000 by June 30, 2008, Empire will issue an additional 6,000,000 shares of Empire’s common stock to BWRI. According to SFAS 141,Business Combination, Empire will recognize the contingent consideration for the additional 6 million shares to be issued BWRI when the contingency is resolved and the consideration is issued or becomes issuable. At the closing of the transaction, Empire was unable to determine the outcome of such contingency. Empire did not raise the additional $10,000,000 as of June 30, 2008; as a result, Empire will not need to issue the additional 6,000,000 shares of Empire’s common stock to BWRI.

The unaudited pro forma table below reflects the results of operations of Empire for the years ended June 30, 2008 and 2007 as if the acquisition of the business had occurred at the inception of each of the periods presented. Unaudited pro forma results of operations are not necessarily indicative of the results that would have been achieved had the transaction been consummated as of the date indicated. The unaudited pro forma results of operations are not necessarily indicative of the results that may be achieved in the future.

	Year ended June 30,
	2008	2007
	(unaudited)	(unaudited)

Revenues	$61,622	$426,337
Net income (loss)	($1,592,225)	$127,409
Net income (loss) per share	($0.04)	$0.00

NOTE 4 - STOCK SPLIT

On December 3, 2007 Empire approved an 8 to 1 stock dividend which is treated as a 9 to 1 forward stock split for accounting purposes, accordingly, all references to number of shares and to per share information in the financial statements have been adjusted to reflect the stock split on a retroactive basis.

NOTE 5 - EARNINGS PER SHARE

Empire reports earnings per share (EPS) by computing both basic and diluted EPS. Basic EPS measures Empire’s performance for a reporting period by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted EPS measures Empire’s performance for a reporting period by dividing net income available to common stockholders by the weighted average number of shares of common stock plus common stock equivalents outstanding during the period. Common stock equivalents consist of all potentially dilutive common shares, such as stock options and warrants, which are convertible into shares of common stock.

Empire incurred a net loss for the years ended June 30, 2008 and 2007. As a result, 825,000 shares issuable upon exercise of outstanding stock options, as well as 4,248,000 warrants have been excluded from the computation of diluted EPS for the year ended June 30, 2008 due to the antidilutive effect of such common stock equivalents.

NOTE 6 - CONCENTRATIONS OF RISK

Cash-Financial instruments that potentially subject Empire to concentrations of credit risk are cash and cash equivalents. Empire considers all highly liquid debt instruments with an original maturity of three months or less when purchased to be cash equivalents. Empire maintains its cash and cash equivalents with a high-credit quality financial institution. The amounts may exceed federally insured limits. At June 30, 2008, Empire had cash balances of $1,216,690 in excess of the FDIC insured limit. Empire has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash equivalent accounts.

Major Customers-Empire had two customers from which it received 100% of revenues. The largest customer represented 52% of revenues for the year ended June 30, 2008.

F-16

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NOTE 7 - RELATED PARTY TRANSACTIONS

As indicated in Note 1, Empire entered into an Agreement for the Purchase and Operation of Water Treatment Unit and Operation of Water Distribution System with Basin Water, Inc. which has an ownership interest in Empire of approximately 32%. Under the agreement Empire purchased one standard 1,000 gallon per minute nitrate regenerable water treatment system unit for an aggregate purchase price of $900,000.

A director and officer purchased 200,000 of the 600,000 Units which were sold in June 2008. The per Unit price was $1.25 for aggregate proceeds to Empire of $250,000. Each Unit consisted of one share of common stock and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per Warrant. There were no costs associated with the transaction.

Empire also leases office space from a director and employee, under a month-to-month agreement. The total payments under the related party rental agreements was $4,500 for the year ended June 30, 2008.

A founder, who was also the former president, advanced cash to Empire of $45,421. The loan was cancelled when the founder relinquished his shares.

Note 8-PROPERTY AND EQUIPMENT

As of June 30, 2008, property and equipment consists of the following:

Wells		$1,400,000
Pipeline		2,110,000
Water treatment unit		900,000
Office equipment		14,035
		$4,424,035
Less: accumulated depreciation		36,546
Property and equipment, net		$4,387,489

Depreciation expense was $36,546 for the year ended June 30, 2008.

NOTE 9 - INCOME TAXES

Empire accounts for income taxes under SFAS No. 109,Accounting for Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. During fiscal 2008 and 2007, Empire incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $565,926 at June 30, 2008, and will expire in 2028.

At June 30, 2008 and 2007, deferred tax assets consisted of the following:

		June 30,
		2008		2007
Net operating loss carry-forward	$	198,074	$	21,006
Valuation allowance		(198,074)		(21,006)
Net deferred income tax asset	$	–	$	–

The temporary difference between book and tax basis of tangible and intangible assets long-lived assets is less than $1,000, which is immaterial to the financial statements as a whole.

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NOTE 10 - STOCK OPTION AND WARRANT GRANTS

In May, 2008 Empire granted 825,000 non-qualified options to employees and directors at $1.25 per share, the price at which the units were sold. The option grants are exercisable over two years, starting with the date of grant, and they expire 10 years from the date of grant. Under the provisions of SFAS No. 123 (R),Share-Based Payment, stock-based compensation cost is measured at the date of grant, based on the calculated fair value of the stock-based award and is recognized as expense over the vesting period of the awards. No options were exercised during the period.

Empire estimated the fair value of stock options granted during the year ended June 30, 2008 using the Black-Scholes method. Key assumptions used to estimate the fair value of stock options include the exercise price of the reward, the fair value of Empire’s common stock on the date of grant, the expected option term, the risk free interest rate at the date of grant, the expected volatility of Empire’s common stock over the expected option term, and the expected annual dividend yield on Empire’s common stock.

The fair value of the option grant was estimated on the date of grant using the following assumptions:

Expected term	5 to 7 years
Risk free interest rate	3.09% to 3.4%
Expected volatility	204.28%
Expected dividend yield	0.0%

The expected option term in years was calculated using an average of the vesting period and the option term in accordance with the “simplified method” for “plain vanilla” stock options allowed under Staff Accounting Bulletin (SAB) 107. The expected volatility was derived from the trading activity of Empire’s stock.

During the year ended June 30, 2008, as described in Note 1, an additional 3,800,000 warrants were sold privately along with common stock and 448,000 warrants were granted to Empire’s selling agent as stock issuance costs.

A summary of stock option transactions for the year ended June 30, 2008 is as follows:

			Wtd. Avg.
			Exercise
	Options		Price
Outstanding at beginning of year	-	$	-
Granted	825,000		1.25
Exercised	-		-
Forfeited	-		-
Outstanding at end of year	825,000		1.25
Exercisable at end of year	275,000	$	1.25

At June 30, 2008, the exercise prices and the weighted average remaining contractual life of outstanding options were $1.25 and 9.89 years, respectively.

A summary of warrant transactions for the years ended June 30, 2008 is as follows:

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			Wtd. Avg.
			Exercise
	Warrants		Price
Outstanding at beginning of year	-	$	-
Granted	4,248,000		1.25
Exercised	-		-
Forfeited	-		-
Outstanding at end of year	4,248,000		1.25
Exercisable at end of year	4,248,000	$	1.25

At June 30, 2008, the exercise prices and the weighted average remaining contractual life of outstanding warrants were $1.25 and 1.56 years, respectively.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Empire is the assignee of a Water Supply, Sale and Purchase Agreement (“Water Supply Agreement”) with the Jurupa Unified School District (“JUSD”), dated July 2, 2002, relating to a single school site. As set forth in the Water Supply Agreement, Empire is required to provide up to 0.81 acre feet of water per day, at a price of $250 per acre foot, subject to further adjustment. The term of the Water Supply Agreement is 20 years and it is only terminable for cause upon default (and failure to cure) by one of the parties. JUSD has a unilateral right to terminate without cause, but will have to pay for capital costs involved in building the water supply facilities based on a schedule included in the Water Supply Agreement.

Empire has an obligation to provide water to the Indian Hills Golf Course (“IHGC”), pursuant to Section 3.3(d) of the Assignment Agreement. As set forth therein, Empire is required to provide IHGC with up to 505 acre ft. of water per year, at a price equal to Empire’s cost of producing and delivering the water. This is an ongoing obligation, but if Empire fails to deliver at least 90% of the required water for a 60 day period, IHGC will be permitted to use, for its own benefit, the wells and pipelines necessary to obtain water.

Empire is subject to litigation, claims and disputes in the ordinary courses of business, some of which may not be covered by insurance.

Empire and Peter L. Jensen, Chairman of the Board and Chief Executive Officer of Empire, are named as defendants in a lawsuit captioned:In re Basin Water, Inc. Derivative Litigation, Case No. CIVRS800870, which is pending in the Superior Court of the State of California, County of San Bernardino, West District. The complaint is a derivative action brought by the stockholders of Basin Water, Inc. (“Basin Water”) on behalf of Basin Water seeking to recover alleged damages sustained by Basin Water. Plaintiffs assert claims for unjust enrichment and aiding and abetting breach of fiduciary duty against Empire arising out of Empire's December 2007 transaction with Basin Water Resources, Inc. The damages that plaintiffs are seeking to recover from Empire include compen satory damages, rescission of the transaction, injunctive relief, disgorgement, and attorney’s fees and costs. With respect to Mr. Jensen, plaintiffs assert claims for breach of fiduciary duty, violations of the California Corporations Code, waste of corporate assets, and unjust enrichment arising out of alleged conduct by Mr. Jensen while he was an officer and/or director of Basin Water. The damages that plaintiffs are seeking to recover include compensatory damages, treble damages for violations of the California Corporations Code, and attorney’s fees and costs.

As the case is still in the early stage, Empire could not assess the possibility of a loss.

NOTE 12 - SUBSEQUENT EVENTS

F-19

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of
Indian Hills Water Conservation Corporation
Riverside, CA

We have audited the accompanying consolidated balance sheets of Indian Hills Water Conservation Corporation and Subsidiaries (the “Company”) as of December 31, 2006 and 2005 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2006 and 2005 and the results of its operations and cash flows for the for the years then ended in conformity with accounting principles generally accepted in the United States of America.

MALONE & BAILEY PC
Malone & Bailey PC
www.malone-bailey.com
Houston, Texas
December 18, 2007

F-20

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INDIAN HILLS WATER CONSERVATION CORPORATION
CONSOLIDATED BALANCE SHEETS

		DECEMBER 31,
		2006			2005
ASSETS
CURRENT ASSETS:
Cash	$	1,721		$	833
Accounts receivable, trade		33,043			38,680
Prepaid and other assets		2,055			2,055
Total current assets		36,819			41,568

PROPERTY AND EQUIPMENT, net of accumulated depreciation
Land and right of way		15,108			15,108
Wells, pipelines and other watering facilities		1,012,540			1,072,100
Net property and equipment		1,027,648			1,087,208

TOTAL ASSETS	$	1,064,467		$	1,128,776

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable-related party	$	769,195		$	680,638
Current portion of notes payable		675,696			36,587
Total current liabilities		1,444,891			717,225

Notes payable		-			675,696
Total liabilities		1,444,891			1,392,921

MINORITY INTEREST		1,742			7,438

SHAREHOLDERS' DEFICIT
Common stock; 50,000 shares authorized; none issued or
outstanding
Additional paid-in capital		10,000			-
Accumulated deficit		(392,166	)		(271,583	)
Total shareholders' deficit		(382,166	)		(271,583	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,064,467		$	1,128,776

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

F-21

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INDIAN HILLS WATER CONSERVATION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

	YEARS ENDED DECEMBER 31,
		2006			2005

REVENUE	$	75,126		$	70,419

OPERATING EXPENSES:
Depreciation expense		59,560			59,560
General and administrative		82,882			47,164
Total operating expenses		142,442			106,724

OPERATING LOSS		(67,316	)		(36,305	)

OTHER EXPENSES:
Interest expense		58,963			48,279

NET LOSS BEFORE MINORITY INTEREST		(126,279	)		(84,584	)

LESS MINORITY INTEREST		(5,696	)		(1,779	)

NET LOSS	$	(120,583	)	$	(82,805	)

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

F-22

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INDIAN HILLS WATER CONSERVATION CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEARS ENDED DECEMBER 31, 2006 AND 2005


				Additional
					Paid in		Accumulated
	Shares	Amount			Capital		Deficit			Total

BALANCES, December 31, 2004	-	$	-	$	-	$	(188,778	)	$	(188,778	)

Net loss	-		-				(82,805	)	$	(82,805	)

BALANCES, December 31, 2005	-	$	-	$	-	$	(271,583	)	$	(271,583	)

Capital Contributions	-		-		10,000		-		$	10,000

Net loss	-		-		-		(120,583	)	$	(120,583	)

BALANCES, December 31, 2006	-	$	-	$	10,000	$	(392,166	)	$	(382,166	)

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

F-23

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INDIAN HILLS WATER CONSERVATION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

	YEARS ENDED
	DECEMBER 31,
		2006		2005
CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(120,583	)	$	(82,805	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depletion, depreciation and amortization		59,560			59,560
Changes in assets and liabilities:
Accounts receivable, trade		5,637			(38,680	)
Prepaid expenses and other assets		-			(854	)
Minority Interest		(5,696	)		(1,779	)

NET CASH USED IN OPERATING ACTIVITIES		(61,082	)		(64,558	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions		10,000			-
Funding provided by affiliates		88,557			100,754
Reduction of notes payable		(36,587	)		(36,041	)

NET CASH PROVIDED BY FINANCING ACTIVITIES		61,970			64,713

NET INCREASE IN CASH AND CASH AND CASH EQUIVALENTS		888			155

CASH AND CASH EQUIVALENTS - beginning of period		833			678

CASH AND CASH EQUIVALENTS - end of period	$	1,721		$	833

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	58,963		$	48,279

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

F-24

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NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Indian Hills Water Conservation Corporation (“IHWCC”) was formed on December 22, 1992 as a California S corporation and along with its majority-owned subsidiaries West Riverside 350 Inch Water Company (“350IWC”) and West Riverside Canal Company are engaged in the sale and transportation of water. All references to IHWCC include 350IWC and West Riverside unless otherwise stated. IHWCC’s properties are located in California. During 2006, 100% of IHWCC’s sales are attributable to two customers.

Principles of consolidation– The consolidated financial statements include the accounts of IHWCC and its majority-owned subsidiaries 350IWC and West Riverside. IHWCC holds an 82.4% interest in 350IWC. IHWCC and 350IWC in turn hold a 78.3% interest in West Riverside. Significant intercompany balances and transactions have been eliminated in consolidation.

Concentrations of credit risk–Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. Cash at December 31, 2006 consists of cash on deposit at one financial institution that does not exceed federally insured limits. Revenues and receivables result from sales of water delivered to two customers, one of which is a related party. At December 31, 2006 there is no reserve for estimated uncollectible accounts receivable.

Property acquisition costs–Property and equipment is stated at cost less accumulated depreciation. Property consists primarily of wells, pipelines and related equipment. Depreciation is calculated using the straight line method. IHWCC reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the use of the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. No impairment losses were recorded for 2006 and 2005.

Depreciation and amortization– The cost of property and equipment is capitalized and depreciated using the 20 year straight-line method over their useful lives. Property consists primarily of wells, pipelines, and related equipment. The estimated useful lives of these assets are twenty years.

Maintenance and Repairs– The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred.

Revenue Recognition–Revenues are derived from sales of water from wells owned by the Company which is delivered thru IHWCC’s canal system. The revenues are recognized based on the actual volume of water delivered each month.

Accounts Receivable–IHWCC records accounts receivable net of allowances for uncollectible accounts (none as of December 31, 2006 or 2005). Any allowance for uncollectible accounts would be determined based on a review of past due amounts. At December 31, 2005 and 2006, 94% and 100%, respectively, were due from a related party.

Income taxes– We are classified as an S Corporation for income tax purposes and as such all items of income and deductions are allocated to the shareholders of IHWCC based on their ownership percentage. IHWCC does not recognize any expense for such taxes.

F-25

-68-

Fair value of financial instruments– The carrying values of receivables, payables, marketable securities and short-term obligations approximate their fair value due to their short-term maturities. The estimated fair values of marketable securities were based on quoted market prices for the same or materially similar issues, or the current rates offered to IHWCC for issues with the same maturities.

NOTE 2 –NOTES PAYABLE

In August 2002, IHWCC entered into a loan agreement with a financial institution. The amounts outstanding under the loan accrue interest at a variable interest rate based on the Bank of America Reference Rate plus 0.5% . The interest was 7.75% and 8.75% during 2006 and 2005, respectively. The note is payable in monthly installments including interest with the remaining balance due August 2007. The note is secured by inventory, chattel paper, accounts, equipment and general intangibles of IHWCC. The balance on the note at December 31, 2006 and 2005 was $675,696 and $712,283.

NOTE 3 – RELATED PARTY TRANSACTIONS

Our working capital requirements are funded by a corporation owned by our shareholders. Approximately 39% and 61% of our sales in 2006 and 2005, respectively, were to a corporation also owned by our shareholders.

NOTE 4 – CONTINGENCIES AND COMMITMENTS

From time to time, we are party to litigation matters arising out of the normal course of business. We vigorously contest any such claims. It is our belief that insurance proceeds will cover the future costs related to known contingent liability exposures so that there would be no material adverse impact on our financial statements.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consists of the following as of December 31:

	2006	2005
Pipelines	$715,209	$715,209
Well and equipment	467,754	467,754
Land and Right of way	15,108	15,108
Other	8,257	8,257

Less accumulated depreciation	(178,680)	(119,120)

Net Property and equipment	$1,027,648	$1,087,208

NOTE 6 – SUBSEQUENT EVENTS

Land Sale

In April 2007, we sold a parcel of land on which we retained an easement for $358,880.

F-26

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INDIAN HILLS WATER CONSERVATION CORPORATION
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	September 30,				December 31,
		2007			2006
ASSETS
CURRENT ASSETS:
Cash	$	103,658		$	1,721
Accounts receivable, trade		29,298			33,043
Prepaid and other assets		90,337			2,055
Total Current Assets		223,293			36,819

PROPERTY AND EQUIPMENT, net of accumulated depreciation
Land and right of way		15,108			15,108
Wells, pipelines and other watering facilities		967,870			1,012,540
Net Property and Equipment		982,978			1,027,648

TOTAL ASSETS	$	1,206,271		$	1,064,467

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable-related party	$	588,972		$	769,195
Refundable deposit		100,000			-
Current portion notes payable		643,950			675,696
Total Current Liabilities		1,332,922			1,444,891

MINORITY INTEREST		115,525			1,742

SHAREHOLDERS' DEFICIT
Common stock: 50,000 shares authorized; none issued or
outstanding		-			-
Additional paid-in capital		10,000			10,000
Accumulated deficit		(252,176	)		(392,166	)
Total Shareholders' Deficit		(242,176	)		(382,166	)

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,206,271		$	1,064,467

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

F-27

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INDIAN HILLS WATER CONSERVATION CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	NINE MONTHS ENDED
	SEPTEMBER 30,
		2007		2006

REVENUE AND OTHER INCOME:
Gain on sale of land	$	358,900	$	-
Revenue		63,724		51,463
Total		422,624		51,463

OPERATING EXPENSES:
Depreciation expense		44,670		44,670
General and administrative		75,031		70,777
Total operating expenses		119,701		115,447

OPERATING INCOME (LOSS)		302,923		(63,984	)

OTHER EXPENSES:
Interest expense		49,150		40,731

NET INCOME (LOSS) BEFORE
MINORITY INTEREST		253,773		(104,715	)

LESS MINORITY INTEREST		113,783		(1,742	)

NET INCOME (LOSS)	$	139,990	$	(102,973	)

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

F-28

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INDIAN HILLS WATER CONSERVATION CORPORATION
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		NINE MONTHS ENDED
		SEPTEMBER 30,
		2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	139,990		$	(102,973	)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depletion, depreciation and amortization		44,670			44,670
Gain on sale of land		(358,900	)
Minority interest		113,783			(1,742	)
Changes in assets and liabilities:
Accounts receivable, trade		3,745			21,490
Prepaid expenses and other assets		(88,282	)		(1,481	)

NET CASH USED IN OPERATING ACTIVITIES		(144,994	)		(40,036	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of land		358,900
Deposit received for sale of assets		100,000			-

NET CASH PROVIDED BY INVESTING ACTIVITIES		458,900			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions		-			10,000
Funding provided by affiliates		(180,223	)		59,701
Reduction of notes payable		(31,746	)		(30,498	)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		(211,969	)		39,203

NET CHANGE IN CASH AND CASH AND CASH EQUIVALENTS		101,937			(833	)

CASH AND CASH EQUIVALENTS - beginning of period		1,721			833

CASH AND CASH EQUIVALENTS - end of period	$	103,658		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	49,150		$	40,731

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

F-29

-72-

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Indian Hills Water Conservation Corporation (“IHWCC” or the “Company”) was formed on December 22, 1992 as a California S corporation and along with its majority-owned subsidiary West Riverside 350 Inch Water Company (“350IWC”) and West Riverside Canal Company (“West Riverside”) is engaged in the sale and transportation of water. All references to IHWCC include 350IWC and West Riverside unless otherwise stated. IHWCC’s properties are located in California. During 2007 and 2006 15% and 100%, respectively of IHWCC’sales are attributable to two customers.

Principles of consolidation– The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries 350IWC and West Riverside. IHWCC holds an 82.4% interest in 350IWC. IHWCC and 350IIWC in turn hold a 78.3% interest in West Riverside. Significant intercompany balances and transactions have been eliminated in consolidation.

Property acquisition costs–.Property and equipment is stated at cost less accumulated depreciation. Property consists primarily of wells, pipelines and related equipment. Depreciation is calculated using the straight line method. IHWCC reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the use of the asset. Is such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. No impairment losses were recorded for 2007 and 2006.

Maintenance and Repairs– The costs of maintenance and repairs, which are not significant improvements, are expensed when incurred.

Revenue Recognition–Revenues are derived from sales of water from wells owned by the Company which is delivered thru the Company’s canal system. The revenues are recognized based on the actual volume of water delivered each month.

Accounts Receivable–IHWCC records accounts receivable net of allowances for uncollectible accounts (none as of September 31, 2007 or 2006). Any allowance for uncollectible accounts would be determined based on a review of past due amounts. At September 30, 2006 and 2007 89% and 100% respectively, were due from a related party.

Income taxes– We are classified as an S Corporation for income tax purposes and as such all items of income and deductions are allocated to the shareholders of IHWCC based on their ownership percentage. The corporation does not recognize any expense for such taxes.

F-30

-73-

NOTE 2 –NOTES PAYABLE

In August, 2002 IHWCC entered into a loan agreement with a financial institution. The amounts outstanding under the loan accrue interest at the a variable interest rate based on the Bank of America Reference Rate plus .5 percent payable in monthly installments with the remaining balance due August, 2007. The interest was 8.25% and 8.75% for the periods ended September, 2007 and 2006 respectively. The note is payable in monthly installments including interest with the remaining balance due August, 2007. The note is secured by inventory, chattel paper, accounts receivable, equipment and general intangibles of IHWCC. The balance on the note at September 30, 2007 and December 31, 2006 was $643,950 and $675,696, respectively

The note payable was due August 2007. The Bank has extended the due date on a month to month basis. The note was paid in full on December 28, 2007.

NOTE 3 – RELATED PARTY TRANSACTIONS

Our working capital requirements are funded by a corporation owned by our shareholders. Approximately 9% and 58% of our sales in 2007 and 2006, respectively, were to a corporation also owned by our shareholders.

NOTE 4 – CONTINGENCIES AND COMMITMENTS

NOTE 5 – PROPERTY AND EQUIPMENT

Property and Equipment are consisting of the following as of September 30:

	2007	2006
Pipelines	$715,209	$715,209
Well and equipment	467,754	467,754
Land and Right of way	15,108	15,108
Other	8,257	8,257
Less accumulated depreciation	(223,350)	(163,790)

Net Property and equipment	$982,978	$1,042,538

In 2007 a gain of $358,900 was recognized from the sale of a parcel of land on which we retained an easement.

NOTE 6 – SUBSEQUENT EVENTS

On December 28, 2007 IHWCC sold all of their assets for $1,500,000 in cash. As additional consideration, we will continue to share in the net income resulting from our operations. Initially we will receive fifty percent of all net income relating to the operation of the business. The percentage will decline, but not below 15%, as additional investments are made to the canal and related assets. We have the right to co-invest with the purchasers, in which case our income participation will not decrease to the extent that we match the capital infusions

F-31

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Empire Water Corporation
(A Development Stage Company)
Pro-Forma Balance Sheet
September 30, 2007
(Unaudited)

		Empire				Pro Forma			Pro Forma
		Water				Adjustments			Consolidated
ASSETS
CURRENT ASSETS:
Cash	$	90,945		c		4,000,000		$	1,843,745
				e		(447,200	)
				f		(1,500,000	)
				g		(300,000	)

Deposit				g		300,000			300,000

Total Current Assets		90,945				2,052,800			2,143,745

PROPERTY AND EQUIPMENT				f		1,500,000			7,380,000
				d		5,880,000
TOTAL ASSETS	$	90,945			$	9,432,800		$	9,523,745

LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITES :
Accounts payable-related party	$	45,421							45,421
Accounts payable		1,725							1,725
Total Current Liabilities		47,146				-			47,146

SHAREHOLDERS' DEFICIT
Common stock:		60		a		484			186
				b		(450	)
				c		32
				d		60

Additional Paid in Capital		110,126		a		(484	)		9,542,800
				b		450
				c		3,999,968
				d		5,879,940
				e		(447,200	)

Deficit accumulated during development stage		(66,387	)						(66,387	)


Total Shareholders' Deficit		43,799				9,432,800			9,476,599

TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	90,945			$	9,432,800		$	9,523,745

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

F-32

-75-

PRO FORMA STATEMENTS OF OPERATIONS
12 months ended June 30, 2007
(Unaudited)

		Empire						Pro forma				Pro forma
		Water			IHWCC			adjustments				Consolidated

REVENUE				$	438,890						$	438,890

OPERATING EXPENSES:
Depreciation expense					76,680							76,680
General and administrative		28,666			85,256							113,922
												-
Total operating expenses		28,666			161,936				-			190,602

OPERATING INCOME (LOSS)		(28,666	)		276,954				-			248,288

OTHER EXPENSES:
Interest expense		4400			63,470							67,870
Net Income participation							i		106,742			106,742
Total other expenses		4400			63,470				106,742			174,612

NET INCOME (LOSS) BEFORE MINORITY INTEREST	$	(33,066	)	$	213,484			$	(106,742	)	$	73,676

LESS MINORITY INTEREST					(114,965	)	h		114,965			-

NET INCOME (LOSS)	$	(33,066	)	$	98,519			$	8,223		$	73,676


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

F-33

-76-

Empire Water Corporation
(A Development Stage Company)
PRO FORMA STATEMENTS OF OPERATIONS
3 months ended September 30, 2007
(Unaudited)

		Empire						Pro forma			Pro forma
		Water			IHWCC			adjustments			Consolidated

REVENUE				$	38,604					$	38,604

OPERATING EXPENSES:
Depreciation expense					18,413						18,413
General and administrative		5,453			33,660						39,113
Total operating expenses		5,453			52,073						57,526

OPERATING INCOME (LOSS)		(5,453	)		(13,469	)					(18,922	)

OTHER EXPENSES:
Interest expense		916			19,223						20,139
Net Income participation											-
Total other expenses		916			19,223			-			20,139

NET INCOME (LOSS) BEFORE MINORITY INTEREST	$	(6,369	)	$	(32,692	)		-		$	(39,061	)

LESS MINORITY INTEREST					5,088		h	(5,088	)		-

NET INCOME (LOSS)	$	(6,369	)	$	(27,604	)		(5,088	)	$	(39,061	)

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

F-34

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Note 1- Basis of Presentation

The unaudited pro forma balance sheet as of September 30, 2007 is based on the unaudited financial statements as of September 30, 2007 for Empire Water Corporation (the “Company” or “we”).

The unaudited pro forma balance sheet gives effect to the sale of stock by the Company and the purchase of the assets of Indian Hills Water Conservation Corporation, a California corporation (“IHWCC”) by the Company. These unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations, which would have resulted if the stock issuance and asset purchase had actually occurred on those dates.

The unaudited pro forma statement of operations is based on the Company’s unaudited financial statements for the three months ended September 30, 2007 and for the Company’s audited financial statements for the 12 months ended June 30, 2007 and the unaudited financial statements of IHWCC for the same periods.

Note 2- Stock Dividend

In December, 2007 there was an 8 for 1 stock dividend for our common stock.

Note 3- Sale of Stock and Purchase of Assets

In December, 2007, we entered into an agreement (the “BWRI Stock Purchase Agreement”) with Basin Water Resources, Inc (“BWRI”). in which we acquired the right to purchase certain assets relating to a business that extracts, pumps, appropriates, stores, supplies, distributes, transports and sells water to customers in and around the Counties of Riverside and San Bernardino in Southern California. These assets were purchased pursuant to an Assignment and Amendment Agreement among us, BWRI, IHWCC, West Riverside Canal Company, a California corporation (“West Riverside”), West Riverside 350 Inch Water Company, a California corporation (“350IWC,” and together with West Riverside, the “Water Companies”), Henry C. Cox II, an individual (“Cox”) and John L. West, an individual (“West,” and together with IHWCC and Cox, the “West Riverside Sellers”), wherein we purchased, as the assignee of BWRI, certain assets owned by the West Riverside Sellers. The business and assets being acquired (the “West Riverside Assets”) include certain water rights, as well as a canal that is approximately eighteen (18) miles long, and is located in Riverside and San Bernardino Counties. The purchase price for the assets was $1,500,000.

In consideration of the assignment of BWRI’s rights and obligations, we issued BWRI 6,000,000 shares of common stock (the “First Closing”). Prior to the First Closing, one of our officers and directors resigned and tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. In January, 2008, our president and sole director tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. Following the First Closing, if we are successful in raising additional capital in the minimum amount of at least $10,000,000, we will issue an additional 6,000,000 shares of our common stock to BWRI.

As additional consideration to the West Riverside Sellers, the West Riverside Sellers continue to share in the net income resulting from our operations (including any sale of our rights to the Canal to third parties), which are primarily intended to result from water production and distribution. The Seller Parties will initially receive fifty percent (50%) of all net income relating to the operation of business, with such percentage to decline (but not below 15%) as additional investments are made in the Canal and related assets; provided however, that the Seller Parties have the right to co-invest with us, and in the event that they elect to do so, their net income participation will not decrease to the extent that they have matched our capital infusions.

We also entered into an Agreement for the Purchase and Operation of Water Treatment Unit and Operation of Water Distribution System. The Agreement provides that we will purchase one standard 1,000 gallon per minute nitrate regenerable water treatment system unit from Basin Water, Inc. for an aggregate purchase price of $900,000, of which $300,000 has been paid as a deposit.

In December, 2007 and January, 2008, we sold privately 3,200,000 Units at a per Unit price of $1.25 per Unit, for aggregate gross proceeds of $4,000,000. The Units were offered by us on a “best efforts” basis. Each Unit consisted

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of one share of common stock and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per Warrant.

In connection with the unit sale we paid Canaccord Adams Inc., our selling agent, and others, costs of $447,200 for services rendered in connection with the foregoing. In addition, we issued warrants to acquire 448,000 restricted shares of our common stock to Canaccord Adams Inc. The exercise price of the warrants, which will be exercisable for two years, is $1.25 per share.

Note 4-Pro Forma Adjustments:

a. To adjust stock and additional paid in capital for 8 for 1 stock dividend.

b. To eliminate 45,000,000 shares of the Company's common stock which was relinquished.

c. To record the issuance of 3,200,000 shares of the Company's common stock for cash.

d. To record the issuance of 6,000,000 shares of the Company's common stock to BWRI for rights under agreement. An additional 6,000,000 shares will be issued to BWRI if certain conditions are met. See footnote 3 to the pro forma financials.

e. To record costs related to stock issuance.

f. To record the purchase of assets from IHWCC, which include the Canal assets, water rights, and wells and pipelines related to water facilities.

g. To record deposit made for purchase of water treatment equipment.

h. To eliminate minority interest in IHWCC income.

i. To record retained net income participation by IHWCC. See footnote 3 to the pro forma financial statements for details.

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PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

SEC Registration Fee	$	1.61
Printing Expenses		200.00
Accounting Fees and Expenses		4,598.39
Legal Fees and Expenses		35,000.00
Blue Sky Fees/Expenses		0.00
Transfer Agent Fees		200.00

TOTAL	$	40,000.00

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

	1.	Article 3 of the Articles of Incorporation of the company, filed as Exhibit 3.1 to the Registration Statement.
	2.	Article X of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.
	3.	Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as follows:

We issued the 5,000,000 restricted shares of common stock to James M. Jack on June 18, 2005 in consideration of $500.00. The foregoing restricted shares of common stock to Mr. Jack, our then sole officer and director pursuant to section 4(2) of the Securities Act of 1933. He was a sophisticated investor, our sole officer and director, and was in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was not made to anyone.

In December, 2007, we paid a stock dividend of 8 additional shares of common stock for each one share outstanding (9 for 1).

On December 18, 2007, James M. Jack resigned as one of our officers and directors and tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation. On January 3, 2008, Alfred Nutt, our president and sole director tendered back to us all shares of common stock owned by him (22,500,000 shares) for cancellation.

Between December 28, 2007 and January 3, 2008, we sold privately 3,200,000 Units at a per Unit price of $1.25 per Unit, for aggregate gross proceeds of $4,000,000. The Units were offered by us on a “best efforts” basis. Each Unit consisted of one share of common stock and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per Warrant. The foregoing Units were sold to five non-US persons pursuant to Regulation S of the Securities Act of 1933. All transactions took place outside the United States of America. We retained Canaccord Adams Inc. as our selling agent. On December 28, 2007 we paid Canaccord Adams $325,000 for services rendered in connection with the foregoing.

On January 3, 2008, we issued 6,000,000 shares of common stock to Basin Water Resources, Inc. (“BWRI”) in consideration of BWRI performing certain conditions of its agreement with us dated as of December 28, 2007. The shares were issued pursuant to the exemption from registration contained section 4(6) of the Securities Act of 1933 in that BWRI is an accredited investor with assets in excess of $5,000,000.

On January 3, 2008, we issued warrants to acquire 448,000 restricted shares of our common stock to Canaccord Adams Inc. pursuant to the exemption from registration contained section 4(6) of the Securities Act of 1933 in that Canaccord Adams Inc. is an accredited investor with assets in excess of $5,000,000. The exercise price of the warrants is $1.25 per share. Canaccord Adams, Inc. is a broker dealer registered with the Securities and Exchange Commission and the Financial Industry Regulatory Authority.

Between June15, 2008 and June 25, 2008, we sold privately 600,000 Units at a per Unit price of $1.25 per Unit, for aggregate gross proceeds of $750,000. Each Unit consisted of one share of common stock and one Warrant. Each Warrant is exercisable for a period of two years from the date of issuance, at an exercise price of $1.25 per Warrant. The foregoing Units were sold to two non-US persons outside the United States pursuant to Regulation S of the Securities Act of 1933. One sale was made to Peter L. Jensen, our principal executive officer and principal accounting officer pursuant to Section 4(6) of the Securities Act of 1933, Mr. Jensen being an accredited investor.

ITEM 16. EXHIBITS.

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K.

		Incorporated by reference
					Filed
Exhibit	Document Description	Form	Date	Number	herewith

3.1	Articles of Incorporation.	SB-2	10/17/05	3.1

3.2	Bylaws.	SB-2	10/17/05	3.2

3.3	Amended Articles of Incorporation.	8-K	01/31/08	3.3

5.1	Opinion of The Law Office of Conrad C. Lysiak, P.S.				X
	regarding the legality of the Securities being
	registered.

10.1	Stock Purchase Agreement, dated as of December 21,	8-K	01/31/08	10.1
	2007, by and between BWRI and the Company.

10.2	Assignment and Amendment Agreement, dated as of	8-K	01/31/08	10.2
	December 21, 2007, by and among BWRI, IHWCC
	and the Company.

10.3	Unit Purchase Agreement, dated as of December 21,	8-K	01/31/08	10.3
	2007, by and between Basin Water and the Company.

10.4	Securities Purchase Agreement				X

10.5	Sale & Purchase Agreement with Jurupa Unified				X
	School District

14.1	Code of Ethics.	10-KSB	10/10/06	14.1

23.1	Consent of Malone & Bailey, PC				X

23.2	Consent of The Law Office of Conrad C. Lysiak, P.S.				X

99.1	Audit Committee Charter.	10-KSB	10/10/06	99.1

99.2	Disclosure Committee Charter.	10-KSB	10/10/06	99.2

ITEM 17. UNDERTAKINGS.

A.	The undersigned registrant hereby undertakes:

	(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

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

		(b)	reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume 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) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

		(c)	include any additional or changed material information with respect to 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 which remain unsold at the termination of the offering.

	(4)	For the purpose of determining liability under the Securities Act to any purchaser:

		Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (''230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.Provided however,that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede o r modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

B.	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against 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, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate juris diction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

C.	The undersigned registrant hereby undertakes that:

	(1)	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

	(2)	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

SIGNATURES

Pursuant to 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 of this amended Form S-1 Registration Statement and has duly caused this amended Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California on this 4^th day of February, 2009.

	EMPIRE WATER CORPORATION

	BY: PETER L. JENSEN
	Peter L. Jensen, Principal Executive Officer, Principal
	Financial Officer, and Principal Accounting Officer

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Peter L. Jensen as true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue he reof.

Pursuant to the requirements of the Securities Act of 1933, this amended Form S-1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date

PETER L. JENSEN	Director	February 4, 2009
Peter L. Jensen

JOHN KAITES	Director	February 6, 2009
John Kaites

PIERS CLARK	Director	February 6, 2009
Piers Clark

EXHIBIT INDEX

The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K:

		Incorporated by reference
					Filed
Exhibit	Document Description	Form	Date	Number	herewith

3.1	Articles of Incorporation.	SB-2	10/17/05	3.1

3.2	Bylaws.	SB-2	10/17/05	3.2

3.3	Amended Articles of Incorporation.	8-K	01/31/08	3.3

5.1	Opinion of The Law Office of Conrad C. Lysiak, P.S.				X
	regarding the legality of the Securities being
	registered.

10.1	Stock Purchase Agreement, dated as of December 21,	8-K	01/31/08	10.1
	2007, by and between BWRI and the Company.

10.2	Assignment and Amendment Agreement, dated as of	8-K	01/31/08	10.2
	December 21, 2007, by and among BWRI, IHWCC
	and the Company.

10.3	Unit Purchase Agreement, dated as of December 21,	8-K	01/31/08	10.3
	2007, by and between Basin Water and the Company.

10.4	Securities Purchase Agreement				X

10.5	Sale & Purchase Agreement with Jurupa Unified				X
	School District

14.1	Code of Ethics.	10-KSB	10/10/06	14.1

23.1	Consent of Malone & Bailey, PC				X

23.2	Consent of The Law Office of Conrad C. Lysiak, P.S.				X

99.1	Audit Committee Charter.	10-KSB	10/10/06	99.1

99.2	Disclosure Committee Charter.	10-KSB	10/10/06	99.2

Empire Water (EWCR) Inactive S-1/AIPO registration (amended)