AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2001
REGISTRATION NO. 333-______

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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EMPYREAN BIOSCIENCE, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 86-0973095
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

23800 COMMERCE PARK ROAD, SUITE A
CLEVELAND, OH 44122
(Address of Principal Executive Office, Including Zip Code)

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EMPYREAN DIAGNOSTICS LTD. STOCK OPTION PLAN
1998 EMPYREAN BIOSCIENCE, INC. STOCK PLAN
(Full Title of the Plan)

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COPY TO:
RICHARD C. ADAMANY, PRESIDENT JOSEPH G. TEGREENE, ESQ.
EMPYREAN BIOSCIENCE, INC. BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
23800 COMMERCE PARK ROAD, SUITE A 2300 BP TOWER
CLEVELAND, OH 44122 200 PUBLIC SQUARE
(216) 360-7900 CLEVELAND, OH 44114-2378
(216) 363-4500
(Name, Address, and Telephone Number of
Agent for Service)

CALCULATION OF REGISTRATION FEE
- ------------------------------------- --------------------- --------------------- ---------------- -----------------
Proposed
Proposed Maximum Amount of
Title of Securities to be Amount Maximum Offering Aggregate Registration
Registered to be Registered Price per Share (1) Offering Price Fee
- ------------------------------------- --------------------- --------------------- ---------------- -----------------

Common Stock, $.0001 par value(2) 8,812,996 $.528(5) $4,653,261 $1,163
- ------------------------------------- --------------------- --------------------- ---------------- -----------------
Common Stock, $.0001 par value(3) 2,000,000 $.41(6) $ 820,000 $ 205
- ------------------------------------- --------------------- --------------------- ---------------- -----------------
Common Stock, $.0001 par value(4) 658,025 $.464(7) $ 305,324 $ 76
- ------------------------------------- --------------------- --------------------- ---------------- -----------------
TOTAL REGISTRATION FEE -- -- $5,778,585 $1,444
- ------------------------------------- --------------------- --------------------- ---------------- -----------------

(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) of the Securities Act of 1933
as amended.

(2) Represents shares of Common Stock issued or to be issued to employees,
directors, officers and consultants pursuant to options granted prior to
March 28, 2001. See "Selling Shareholders."

(3) Represents shares of Common Stock to be issued to employees, directors,
officers and consultants pursuant to options not granted as of March 28,
2001.

(4) Represents shares of Common Stock issued to directors, officers, employees,
and consultants as compensation. See "Selling Shareholders."

(5) Represents average exercise price of shares of Common Stock underlying
options granted prior to March 28, 2001.

(6) Represents average bid and prices on March 26, 2001 of shares of Common
Stock issuable on exercise of options not yet granted as of March 28, 2001.

(7) Represents average price of shares of Common Stock issued as compensation
(average of prices on dates of issuance, as quoted on the Over-the-Counter
Bulletin Board).

EXPLANATORY NOTE

This Registration Statement has been prepared in accordance with the
requirements of Form S-8 under the 1933 Act to register shares of Common Stock
underlying options issued or to be issued to employees, directors, officers and
consultants, and shares of Common Stock issued as compensation to employees,
directors, officers and consultants. In addition, pursuant to Rule 416(c) under
the 1933 Act, this Registration Statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans described
herein.

Under cover of this Form S-8 is a Reoffer Prospectus prepared in accordance with
Part I of Form S-3 under the 1933 Act. The Reoffer Prospectus may be utilized
for reofferings and resales of up to 6,669,692 shares of common stock acquired
by Selling Shareholders.

REOFFER PROSPECTUS

EMPYREAN BIOSCIENCE, INC.
23800 COMMERCE PARK ROAD, SUITE A
CLEVELAND, OHIO 44122

6,699,692 SHARES OF COMMON STOCK

The shares of common stock, $.0001 par value, of Empyrean Bioscience, Inc.
offered by this Prospectus consists of 6,699,692 shares which will be sold from
time to time by the individuals set forth in the Selling Shareholders section of
this Prospectus. The Selling Shareholders have acquired, or will acquire, a
total of 6,041,667 shares pursuant to options for the purchase of shares granted
under our Stock Option Plans. The Selling Shareholders have also acquired
658,025 shares of Common Stock granted under employment and consulting
agreements. The shares offered by Selling Shareholders will be reoffered, from
time to time, for sale to the public.

Sales by Selling Shareholders may occur in transactions on the Over-the-Counter
Bulletin Board at prevailing market prices or in negotiated transactions. We
will not receive proceeds from the sale of any of the shares sold by Selling
Shareholders. However, we will receive proceeds from the exercise of options. We
are paying for the expenses incurred in registering the shares offered by
Selling Shareholders.

To our knowledge, the Selling Shareholders have no arrangement with any
brokerage firm for the sale of the shares held by them. Each of the Selling
Shareholders may be deemed to be an "underwriter" within the meaning of the
Securities Act of 1933. Any commissions received by a broker or dealer in
connection with resales of shares held by Selling Shareholders may be deemed to
be underwriting commissions or discounts under the Securities Act of 1933.

The Common Stock is publicly traded on the Over-the-Counter Bulletin Board under
the symbol "EMDG." The Common Stock is not listed on any exchange or on NASDAQ.

Until the date 90 days after the filing of this Reoffer Prospectus, all dealers
that effect transactions in these securities, whether or not participating in
this offering, may be required to deliver a prospectus. This is in addition to
the dealers' obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.

THIS INVESTMENT INVOLVES RISK. PLEASE SEE THE SECTION ENTITLED "RISK FACTORS" ON
PAGE 4.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

- ---------------------
The date of this Prospectus is March 28, 2001

TABLE OF CONTENTS

Page

Where You Can Find More Information............................ 2
Incorporated By Reference Documents............................ 2
Summary........................................................ 3
Risk Factors................................................... 4
Use of Proceeds................................................ 12
Selling Shareholders........................................... 12
Plan of Distribution........................................... 13
Legal Matters.................................................. 13
Experts........................................................ 13

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You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this Reoffer Prospectus or any supplement is accurate as of any
date other than the date on the front of this Reoffer Prospectus.

WHERE YOU CAN FIND MORE INFORMATION

We are required to file annual, quarterly and special reports, proxy statements
and other information with the SEC under the Securities Exchange Act of 1934. On
January 31, 2001, our Registration Statement on Form S-4 was declared effective
pursuant to the Securities Act of 1933. You may read and copy any such reports
and information at the public reference facilities of the SEC at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington, D.C. 20549 and at the SEC's
regional offices at Seven World Trade Center, 13th Floor, New York, New York
10048, and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of these materials can be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
at prescribed rates, and can also be obtained electronically through the SEC's
Electronic Data Gathering, Analysis and Retrieval System at the SEC's Internet
web site (http://www.sec.gov).

INCORPORATED BY REFERENCE DOCUMENTS

The SEC allows the Company to "incorporate by reference" information into this
Reoffer Prospectus, which means that we can disclose important information to
you by referring you to another document filed or to be filed separately with
the SEC. The information incorporated by reference is deemed to be part of this
Reoffer Prospectus, except for any information superseded by information in this
Reoffer Prospectus. Each of the documents listed below in (i) through (vii) are
hereby incorporated by reference into this Prospectus.

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(i) Our Annual Report on Form 10-KSB for the fiscal year ended December 31,
1999, filed with the Commission on March 30, 2000.

(ii) Our Joint Proxy/Prospectus dated January 31, 2001, filed with the
Commission on February 20, 2001.

(iii) Our quarterly reports filed on Form 10-QSB for the fiscal periods ended
March 31, 2000, June 30, 2000 and September 30, 2000, filed with the
Commission May 15, 2000, August 9, 2000, and November 14, 2000,
respectively.

(iv) Our Form 8-K dated April 10, 2000, filed with the Commission on April 18,
2000.

(v) Our Form 8-K dated May 3, 2000, filed with the Commission on May 10, 2000.

(vi) Our Form 8-K dated August 10, 2000, filed with the Commission on
August 17, 2000.

(vii) All documents subsequently filed by us pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, and prior
to the termination of the offering made hereby, shall be deemed to be
incorporated by reference and to be a part hereof from the date of the
filing of such documents.

We will provide without charge to each person to whom a copy of this Reoffer
Prospectus is delivered, upon written request, a copy of any or all
documents incorporated by reference into this Reoffer Prospectus (excluding
exhibits unless the exhibits are specifically incorporated by reference into the
information the Reoffer Prospectus incorporates). Requests should be directed to
our Chief Financial Officer at the Company's executive office, located at 23800
Commerce Park Road, Suite A, Cleveland, Ohio 44122. Our telephone number is
(216) 360-7900.

SUMMARY

THIS SUMMARY CONTAINS BASIC INFORMATION ABOUT OUR COMPANY. BECAUSE IT IS A
SUMMARY, IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU.
YOU SHOULD CAREFULLY READ THIS ENTIRE DOCUMENT AND THE DOCUMENTS TO WHICH WE
HAVE REFERRED YOU OR INCORPORATED BY REFERENCE.

Our Business

We market, sell and distribute innovative personal care products that are
intended to prevent the spread of infectious disease. We currently market and
sell a hand sanitizer and first aid antiseptic product in lotion and towelette
forms and an antibacterial surface disinfect cleaner. We sell our products over
the counter in retail markets and to commercial, industrial and institutional
customers in the United States. We also have licensing rights in the United
States to a microbicidal contraceptive gel as well as a line of related products
such as baby wipes and a disinfectant surface spray. We intend to market and
sell these additional preventative products based on a formula licensed to us by
International Bioscience Corporation.

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On March 20, 2001, our stockholders approved a reincorporation of the Company in
Delaware through a merger of the Company into our wholly-owned subsidiary, which
is a Delaware corporation. The merger and reincorporation were effective on
March 21, 2001. The reincorporation will not affect our ongoing business or our
management.

RISK FACTORS

In this section we highlight some of the risks associated with our business and
operations. Prospective investors should carefully consider the following risk
factors when evaluating an investment in the Common Stock offered by this
Reoffer Prospectus.

RISKS RELATING TO OUR BUSINESS:

FDA Decisions May Adversely Affect Marketing Our Hand Sanitizer, Resulting In
Loss Of Sales.

The Food and Drug Administration regulates the manufacture and sale of hand
sanitizers. In April 1999, the FDA took an adverse position regarding the
marketing of a lotion, made and sold by the Andrew Jergens Co., that contained
an active ingredient similar to the one in our hand sanitizer and first-aid
antiseptic. If the FDA decides similarly regarding our hand sanitizer and
first-aid antiseptic, we would be required to modify the labeling and marketing
of our product using only the claims allowed for first-aid antiseptic products.
As a result, sales of our hand sanitizer and first-aid antiseptic, our primary
product, could suffer and we could go out of business.

FDA hand sanitizer regulations require that hand sanitizers be marketed for hand
use only. We believe that our marketing claims comply with this FDA requirement.
Our product is labeled as a hand sanitizer and first-aid antiseptic and its hand
sanitizer directions state that it is for hand use only. The Jergens product
claimed to be a lotion, implying it may be used on all skin parts. Our hand
sanitizer and first-aid antiseptic also claims that it helps prevent bacterial
contamination or skin infection on minor cuts, scrapes and burns. We are unaware
that the Jergens product made the same or similar claims. We understand that the
Jergens product has been discontinued. Our label claims that our hand sanitizer
and first-aid antiseptic is long lasting. That claim is not provided for under
either the hand sanitizer monograph or the first-aid antiseptic monograph.
However, based on studies conducted by IBC, we believe we could independently
substantiate this claim to the FDA if required. We do not make prophylactic
claims with respect to our hand sanitizer and first-aid antiseptic.

If the FDA prohibited the use of benzalkonium chloride in our hand sanitizer and
first-aid antiseptic, we would be forced to market this product using only the
claims allowed for first-aid antiseptic products. Further, any claims we make
about a first-aid antiseptic product which are not within the FDA's first-aid
antiseptic rules would have to be substantiated to the FDA or omitted.

We May Not Be Able To Obtain Sufficient Capital To Fund Our Operations And, As A
Result, We May Cut Back Or Discontinue Operations Or Limit Our Business
Strategies.

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While we will need significant additional capital in the near future, we may be
unable to obtain funding for our operations on favorable terms, or at all. If
adequate funds are not available, we may be required to cut back or discontinue
one or more of our product introductions, sales, marketing or distribution
programs or plans; or reduce operating expenses, or attempt to obtain funds
through strategic alliances that may require us to relinquish rights to one or
more of our technologies or products.

Our future capital requirements will depend on many factors, including:

o the progress of our product introductions, sales, marketing and
distribution efforts;

o the scope and results of clinical trials related to our products;

o the progress in filing for and obtaining regulatory approvals;

o the rate of technological advances;

o the market acceptance of our products;

o the levels of administrative and legal expenses; and

o competitive products.

In addition, future financing may be increasingly difficult to obtain due to
such factors as our limited operating history and results, the level of risk
associated with our business and business plans, increases in our vulnerability
to general economic conditions, and increased stockholder dilution. Debt
financing, if available, may have several negative effects on our future
operations, including:

o a portion of our cash flow from operations will be dedicated to
payment of principal and interest and this would reduce the funds
available for operations and capital expenditures;

o increased debt burdens will substantially increase our vulnerability
to adverse changes in general economic and competitive conditions;
and

o we may be subject to restrictive debt covenants and other conditions
in our debt instruments that may limit our capital expenditures,
limit our expansion or future acquisitions, and restrict our ability
to pursue our business strategies.

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A Third Party Claim May Adversely Affect Our Rights To Make Or Sell Our Products
And We Would Be Unable To Generate Revenues.

Our hand sanitizer and first-aid antiseptic product is based on a formula
licensed to us by IBC. A third party claims a prior worldwide licensing and
marketing right without an expiration date to use the IBC formula. If the claim
is successful, it could materially adversely affect our rights to license and
market our hand sanitizer and first-aid antiseptic and future potential products
that may be developed based on the IBC formula. IBC is seeking a declaratory
judgment that the third party has no rights in the product line, but the
litigation may not succeed. If IBC does not succeed, we may be unable to market,
sell or distribute our hand sanitizer and first-aid antiseptic or any other
products under development. If that were to occur, IBC has agreed to assign us
certain rights. However, we may be unable to generate revenues, which would
likely require the termination of our business.

We Expect To Incur Losses For The Foreseeable Future And Continued Losses Could
Result In Our Inability To Fund Business Operations And Cause Our Stock Price To
Decline.

We expect to incur a net loss in 2000 and at least through 2001. We have
incurred a net loss in each year of our existence. We incurred losses of
$2,596,000 in 1997, $3,147,000 in 1998 and $4,785,000 in 1999. We incurred a
loss of $7,417,000 for the nine months ended September 30, 2000. We may never
make a profit. These losses are due in part to expenses associated with sales
and marketing, overhead, market development and in 2000, the settlement of our
litigation with IBC. As a result, our accumulated deficit has increased from
$12,629,000 at December 31, 1996 to $30,573,000 at September 30, 2000. If we
continue to incur losses, we would not be able to fund continuing business
operations, which could lead to the limitation or closure of some or all of our
operations.

Existing Or Potential Markets May Not Accept Our Products And We May Experience
An Inability To Generate Revenue Or Profits.

Our success depends significantly on obtaining and increasing penetration of
existing and new markets and the acceptance of our products in these markets.
Our products may not achieve or maintain market acceptance. We also may not be
successful in increasing our market share with respect to any of our current
products. Market acceptance will depend, in large part, upon our ability to
educate consumers, health care providers and other institutional end users as to
the distinctive characteristics and benefits of our products. If we fail to
achieve significant market acceptance of our preventative products, we would not
generate sufficient revenues, lose revenues or make a profit in the future.

Adverse Product Publicity And Product Recalls Of Other Products May Have A
Negative Effect On The Sales Or Acceptance Of Our Products And Could Result In A
Loss Of Revenues Or Affect Our Ability To Ever Become Profitable.

Antibacterial products containing triclosan as the active ingredient have been
the focus of adverse publicity. Some products have been recalled due to
triclosan's side effects and its ineffectiveness in killing germs. Although our
products do not use triclosan and, we believe, are superior to other
antibacterial sanitizing products, adverse publicity stemming from problems
with, or recalls of, other products may adversely affect the sales of our
products and our ability

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to ever become profitable. Such confusion about our product identity may cause
our customers to confuse our products with those subject to adverse publicity.

We May Incur Significant Liabilities And Expenses If Our Products Cause Personal
Injury Or Property Damage.

Although we believe that our products are safe, there is a possibility that
personal injury, including death or property damage could occur from the use or
misuse of our products. If so, injured parties could initiate significant
product liability claims and litigation against us. Any claims relating to our
products, even if without merit, may exceed our existing insurance coverages and
assets, and we may be required to pay these losses and expenses from funds for
operations, causing significant losses.

We Have Limited Sales, Marketing And Distribution Capabilities And Rely
Extensively On Third Parties To Market And Distribute Our Products. The Failure
Or Unwillingness Of These Parties To Market Our Products Could Limit Our Ability
To Generate Revenues Or Profits.

We rely extensively on third party manufacturers' sales representatives and on
marketing and distribution companies to market and distribute our products.
Accordingly, sales of our products depend largely on the strength and financial
condition of others, the expertise and relationships of our manufacturers' sales
representatives, marketers and distributors with customers, and the interest of
these parties in selling and marketing our products. Our manufacturers' sales
representatives and marketing and distribution parties also sell, market and
distribute the products of other companies. If we do not generate substantial
sales through our manufacturers' sales representatives and distributors, we may
not generate sufficient revenues and profits. If our relationships with our
third party manufacturers' sales representatives and our marketing and
distribution partners were to terminate, we would need to develop relationships
with other third parties or substantially increase our own sales and marketing
forces. To develop sales and marketing forces internally would require
significant cash and other resources and could cause delays or interruptions in
our product supply to customers. This could result in the loss of significant
sales or customers and limit our ability to become profitable.

We Have No Internal Manufacturing Capability And Depend Heavily Upon Third Party
Suppliers, And The Inability Or Unwillingness Of These Third Parties To Supply
Our Products Could Result In Interruptions Of Our Product Supply Capability And
A Loss Of Customers And Revenues.

Canadian Custom Packaging ("CCP"), the sole third party manufacturer for the IBC
formulation that is used in our current product, purchases raw materials used in
the manufacture of our product from various suppliers. Since we do not have a
written agreement, CCP could terminate our arrangement at any time. CCP and our
suppliers may not be able to supply our product in a timely or cost-effective
manner or in accordance with specifications. We maintain an inventory of these
finished products and carry contingent business interruption insurance on CCP's
facility. A lengthy delay or interruption in the supply of these materials or
finished products would significantly impair our ability to compete, would cause
a loss of revenue and could cause a loss of significant customers.

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We Are Subject To Intense Competition And Pricing Pressures From Substantially
Larger Competitors, Which Can Limit Our Ability To Ever Make A Profit.

The consumer products industry in which we compete is intensely competitive.
Among our more significant competitors are large and well-established companies,
including the Dial Corporation, GoJo Industries, Colgate-Palmolive Company,
Reckitt & Coleman, Inc., and others. All of these companies have significantly
greater financial resources than us and are willing to commit significant
resources to protecting or capturing market share. As a result, it will be
difficult for us to successfully capture market share from these competitors,
promote and advertise our products effectively against the products of these
competitors, and develop product innovations in response to market demands and
opportunities. We may be unable to successfully compete with these companies
even if our products have recognized superior qualities.

In addition, our consumer products and those products we plan to offer are
subject to significant price competition. To respond to these competitive and
consumer pressures, we may need to cut prices from time to time. We may be
unable to absorb price reductions that could cause a loss of sales volume or
limit our profits from product sales.

We Depend On Key Employees For Our Success And The Loss Of Our Key Employees
Could Limit Our Success.

Our future success will depend in large part on our ability to attract and
retain highly qualified managerial and technical personnel. The competition for
qualified personnel in our industry is intense and, accordingly, we may be
unable to hire or retain necessary personnel. We are presently highly dependent
upon the efforts of Mr. Richard C. Adamany, our President and Chief Executive
Officer, and Mr. Bennett S. Rubin, our Executive Vice President and Chief
Operating Officer. The loss of the services of Mr. Adamany or Mr. Rubin could
limit our success in the future. Messrs. Adamany and Rubin are subject to
employment agreements.

Government Regulation Of Our Products May Prevent Us From Selling Our Current
Product Or May Result In Delays In Launching Or Selling Future Products, And Can
Significantly Increase Our Costs.

The testing, manufacture, labeling, distribution, advertising, marketing, and
sale of our products are subject to extensive government regulation. To sell
some or all of our drug products within the United States, we must comply with
FDA guidelines or, through IBC, obtain premarket approval from the FDA. The FDA
approval process is very costly, time consuming, and uncertain. It is possible
that the FDA will not approve our products or approve them in a timely manner.
IBC may not have sufficient resources to complete the required testing and
regulatory review process for our products currently under development. Further,
we do not have the right under our license agreement from IBC to independently
seek FDA approval of any of the IBC products.

Approval by the FDA is subject to continual review, and later discovery of
previously unknown problems may result in product labeling restrictions or
withdrawal of products from the market. Also, the FDA may restrict or prohibit
us from making pertinent product claims and this may limit the successful
marketing of our products or may reduce the price for our products. Finally, if
we and/or IBC fail to comply with requirements for testing, manufacturing,
labeling,

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distributing, advertising, marketing, and selling drugs, we may be subject to
administrative or court-imposed sanctions. These sanctions could include product
recalls or seizures, injunctions against production, distribution, sales and
marketing, delays in obtaining marketing approvals or the refusal of the
government to grant approvals, suspensions and withdrawals of previous
approvals, and possible criminal prosecution. Our distributors, suppliers and
CCP, our third party manufacturer, are subject to the same sanctions.

The Protection Of Our Rights To Our Products May Not Be Complete And This Could
Impair Our Ability To Successfully Compete Against Others.

Our ability to effectively compete may be materially dependent upon the
proprietary nature of the products that we license from third parties.
Currently, there are no patents or patent applications pending with respect to
our products. We depend primarily on confidentiality provisions in our written
agreements with third parties and on trade secret laws, which vary from
jurisdiction to jurisdiction and are subject to interpretation. As a result, we
have no ability to prevent third parties from duplicating our products if they
can do so without either violating an agreement with us or improperly using our
trade secrets. We may never be able to obtain any key patents or other
protection and our licensors may never be able to obtain similar protection for
our products. Our existing rights may not be sufficient to protect our products,
may not be valid, and may not provide significant commercial benefits in any
event. Although we do not believe that our products infringe on the patent
rights or proprietary rights of others, they may infringe on other products.

We Have A Limited Product Line And Our Inability To Successfully Market Any One
Or A Few Of Our Products Could Cause A Significant Decline In Our Revenues Or
Future Profitability.

Nearly all of our revenues from product sales in 1999 and 2000 were derived from
our hand sanitizer and first-aid antiseptic product. Towelettes were introduced
in the fourth quarter of 2000. The GEDA Plus(R) microbicidal contraceptive gel
will not be available for sales, marketing and distribution in the United States
until an IND (Investigative New Drug) number is obtained from the FDA by IBC and
Phase III studies acceptable to the FDA are completed. These studies must
successfully demonstrate that the gel is safe and effective both as a
contraceptive and as a preventative of sexually transmitted diseases. Neither
successful completion of the study nor FDA approval can be assured. In the
foreseeable future, we expect most of our revenue will derive from sales of the
hand sanitizer and first-aid antiseptic lotion and towelette products and the
disinfectant surface cleaner introduced in December 2000. Since we lack product
diversification, our ability to generate revenues or profits depends on our
successful introduction of new products and marketing of existing products.

We Have No Research And Development Rights Under Our License Agreement With IBC
And Our Success Depends In Part On IBC's Research And Development Efforts. IBC's
Inability To Develop New Products Or Improvements Of Existing Products May Harm
Our Future Profitability And Ability To Generate Revenues.

Due to the early developmental stage of our business, we expended only limited
amounts on research and development of infectious disease preventative products
in 1999 and 2000. Additionally, effective with the settlement of the lawsuit
with IBC in August 2000, responsibility for research and development of products
based on the IBC formulation rests exclusively with

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IBC. Since our only products on the market to date are our hand sanitizer and
first-aid antiseptic lotion and towelette products, our success depends heavily
on the ability of IBC to develop additional products using the IBC formulation.
Unless IBC is able to obtain and devote sufficient resources to research and
development efforts, we may only have limited product offerings based on the IBC
formulation in the future. As a result, this may limit our ability to achieve
market acceptance, to leverage that acceptance through the introduction of
follow-on products, or to better diversify our risks through multiple product
offerings. As a result, we may fail to achieve significant growth in revenues or
profitability in the future.

Our Inability To Manage Growth May Strain Our Resources And Systems.

We anticipate additional growth in the scope and geographic areas of our
operations as current and new products are developed and commercialized. This
growth, if achieved, will result in an increase in responsibilities for
management personnel. Our ability to manage growth effectively will require us
to continue to implement and improve our operating, financial and management
information systems and to train and motivate our employees. Our failure to
manage any expansion effectively could strain our resources and systems and
result in further operating losses, or the loss of customers and revenues.

International Sales Of Our Products Through Our Joint Venture With IBC Expose Us
To Currency Fluctuations And Other Special Risks, Which Could Reduce Or
Eliminate Profits Or Cause Operating Losses.

We are attempting to expand the sale of our current products and to introduce
new products under development in several foreign countries through our joint
venture with IBC. Our international sales efforts are subject to several
customary risks of doing business abroad, including regulatory requirements,
political and economic instability, trade barriers, foreign taxes and tariff
restrictions, restrictions on the ability to transfer funds, and export
licensing requirements. In addition, although our limited foreign transactions
to date have been U.S. dollar denominated, foreign customers may later require
us to receive payment in foreign currency. Fluctuations in the value of foreign
currencies relative to the U.S. dollar could have an adverse impact on the price
of our products in foreign markets, which could reduce or eliminate our ability
to generate profits from the sale of these products or cause significant
operating losses.

RISKS RELATING TO OUR STOCK:

The Lack Of A Mature Trading Market For Our Common Stock May Cause Our Stock
Price To Decline Significantly And Limit The Liquidity Of Our Common Stock.

We do not meet the listing requirements for the listing or quotation of our
common stock on any national or regional securities exchange or on Nasdaq.
Currently, our common stock is traded on the Over-The-Counter Bulletin Board. As
a result, accurate current quotations as to the value of our common stock are
unavailable making it more difficult for investors to dispose of our common
stock. The lack of current quotations and liquidity can cause our stock price to
decline or to trade lower than the prices that might prevail if our securities
were listed or quoted on an exchange or on Nasdaq.

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Our Common Stock Is Subject To The "Penny Stock" Rules Of The SEC And The
Trading Market In Our Securities Is Limited, Which Makes Transactions In Our
Stock Cumbersome And May Reduce The Value Of An Investment In Our Stock.

Since our common stock is not listed or quoted on any exchange or on Nasdaq, and
no other exemptions currently apply, trading in our common stock on the
Over-The-Counter Bulletin Board is subject to the "penny stock" rules of the
SEC. These rules require, among other things, that any broker engaging in a
transaction in our securities provide its customers with a risk disclosure
document, disclosure of market quotations, if any, disclosure of the
compensation of the broker and its salespersons in the transaction, and monthly
account statements showing the market values of our securities held in the
customer's accounts. The brokers must provide bid and offer quotations and
compensation information before making any purchase or sale of a penny stock and
also provide this information in the customer's confirmation. Generally, brokers
may be less willing to execute transactions in securities subject to the "penny
stock" rules. This may make it more difficult for investors to dispose of our
common stock and cause a decline in the market value of our stock.

There Are A Large Number Of Shares Underlying Our Warrants And Options That May
Be Available For Future Sale And The Sale Of These Shares May Depress The Market
Price Of Our Common Stock.

All of the shares being offered hereby will be eligible for resale without
restriction on the date of this Prospectus. These shares will represent 17.5% of
our issued and outstanding common stock. The sale of these shares may adversely
affect the market price of our common stock. The issuance of shares upon
exercise of outstanding options will also cause immediate and substantial
dilution to our existing stockholders and may make it difficult to obtain
additional capital.

Our Stock Price May Be Volatile Due To Factors Beyond Our Control Which Could
Subject The Value Of Our Shares To Rapid Decline.

The securities markets have from time to time experienced significant price and
volume fluctuations that can be unrelated to the operating performance or
financial condition of any particular company. This is especially true for
emerging companies like ours and for other companies in our industry. For
instance, stock prices can be significantly impacted by announcements of
technology innovations or new products by other companies, release of reports by
securities analysts or regulatory developments. Economic or other external
factors, as well as quarterly fluctuations in our or in our competitors'
operating results, also can have a significant impact on our stock price. For
example, during 2000, the closing bid price of our common stock quoted on the
Over-The-Counter Bulletin Board ranged from a low of $0.24 per share to a high
of $3.56 per share. We have experienced similar fluctuations in other periods.

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares offered by
Selling Shareholders. However, we will receive proceeds from the exercise of
options. All proceeds received as a result of the exercise of options will be
used as working capital for our operations.

SELLING SHAREHOLDERS

The following table sets forth as of March 26, 2001 certain information with
respect to Selling Shareholders. The number of shares which may actually be sold
by Selling Shareholders will be determined from time to time by them and will
depend upon a number of factors, including the price of our Common Stock from
time to time. Because Selling Shareholders may offer all or none of the shares
that they hold and because the offering contemplated by the Reoffer Prospectus
is not being underwritten, no estimate can be given as to the number of shares
that will be held by Selling Shareholders upon termination of such offering.

No Selling Shareholder has told us that he or she intends to engage in passive
market making transactions or in short selling activities. Passive market making
transactions or short selling activities, if undertaken, are restricted by the
requirements of Regulation M of the Securities Exchange Act of 1934.

- --------------------------------------------------------------------------------------------------------------------
NUMBER OF % OF SHARES
NUMBER OF SHARES OF (1% OR
SHARES OF COMMON NUMBER OF COMMON STOCK GREATER) OF
STOCK OWNED SHARES(2) OWNED COMMON STOCK
BEFORE REGISTERED AFTER(4) OWNED AFTER
NAME(1) REGISTRATION BY PROSPECTUS REGISTRATION REGISTRATION
- --------------------------------------------------------------------------------------------------------------------

Richard C. Adamany 550,000 2,746,341 550,000 1.1%
- --------------------------------------------------------------------------------------------------------------------
Lawrence D. Bain 2,404,884 100,000 2,404,884 4.9%
- --------------------------------------------------------------------------------------------------------------------
Brenda K. Brown 126,200 173,323 126,200 --
- --------------------------------------------------------------------------------------------------------------------
Robert G.J. Burg II 67,178 104,237 67,178 --
- --------------------------------------------------------------------------------------------------------------------
Michael Cicak 1,137,178 4,237 1,137,178 2.3%
- --------------------------------------------------------------------------------------------------------------------
Andrew Fishleder, MD 227,637 104,237 227,637 --
- --------------------------------------------------------------------------------------------------------------------
Bennett S. Rubin 550,000 2,738,212 550,000 1.1%
- --------------------------------------------------------------------------------------------------------------------
Pat J. Buccilli -- 118,292 -- --
- --------------------------------------------------------------------------------------------------------------------
Neal D. Horrigan 225,000 188,618 225,000 --
- --------------------------------------------------------------------------------------------------------------------
Sandra J. Rakar 5,000 117,073 5,000 --
- --------------------------------------------------------------------------------------------------------------------
Diane Springob 6,580 20,376 6,580 --
- --------------------------------------------------------------------------------------------------------------------
Douglas G. Furth 153,000 284,746(3) 153,000 --
- --------------------------------------------------------------------------------------------------------------------

(1) Includes employees, directors, officers and consultants. Messrs. Adamany
Bain, Burg, Cicak, Fishleder and Rubin are currently members of the Board.
Mr. Adamany is also our President and Chief Executive Officer. Mr. Rubin is
also our Executive Vice President and Chief Operating Officer. Ms. Brown is
our Vice President and Chief Financial Officer. Mr. Buccilli is our Director
of Sales. Mr. Horrigan is our Vice President of Operations. Ms. Rakar is our
Director of Marketing. Ms. Springob is our Office Manager.

(2) Includes shares issued and shares underlying Options, exercised and to be
exercised.

(3) Mr. Furth is a consultant. 284,746 shares were issued to him as compensation
for services.

(4) Assumes the sale by Selling Shareholders of all of the shares offered
hereby.

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PLAN OF DISTRIBUTION

Selling Shareholders may sell shares for value from time to time under this
Reoffer Prospectus in one or more transactions on the Over-the-Counter Bulletin
Board, or other exchange, in a negotiated transaction or in a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices otherwise negotiated.
Selling Shareholders may sell shares to or through broker-dealers, who may
receive compensation in the form of underwriting discounts, concessions or
commissions (which compensation may be less than or in excess of customary
commissions).

Selling Shareholders and any broker-dealers that participate in the distribution
of the shares may be deemed to be "underwriters" within the meaning of Section
2(a)(11) of the Securities Act of 1933, and any commissions received by them and
any profit on the resale of the shares sold by them may be deemed be
underwriting discounts and commissions under the Securities Act of 1933. All
selling and other expenses incurred by a Selling Shareholder will be borne by
him or her.

In addition to any shares sold hereunder, Selling Shareholders may, at the same
time, sell any shares of Common Stock, including the shares offered by this
Reoffer Prospectus, in compliance with all of the requirements of Rule 144,
regardless of whether such shares are covered by this Reoffer Prospectus.

There is no assurance that Selling Shareholders will sell all or any portion of
the shares offered by this Reoffer Prospectus.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Benesch, Friedlander, Coplan & Aronoff LLP of Cleveland, Ohio.

EXPERTS

The consolidated financial statements of the Company as of December 31, 1999 and
1998 and for each of the years then ended included in its Annual Report (Form
10-KSB) for the year ended December 31, 1999, have been audited by Grant
Thornton LLP, independent auditors, as set forth in their report thereon,
included therein and incorporated by reference in this Registration Statement.
Such consolidated financial statements are incorporated by reference in reliance
upon such report given on the authority of such firm as experts in accounting
and auditing.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed or to be filed by Empyrean Bioscience, Inc.
("Registrant") with the Securities and Exchange Commission are hereby
incorporated or deemed to be incorporated by reference in this Registration
Statement:

(i) Annual Report on Form 10-KSB for the fiscal year ended December 31, 1999,
filed with the Commission on March 30, 2000.

(ii) Joint Proxy/Prospectus dated January 31, 2001, filed with the Commission
February 20, 2001.

(iii) Quarterly reports filed on Form 10-QSB for the fiscal periods ended March
31, 2000, June 30, 2000 and September 30, 2000, filed with the Commission
May 15, 2000, August 9, 2000, November 14, 2000, respectively.

(iv) Form 8-K dated April 10, 2000, filed with the Commission on April 18,
2000.

(v) Form 8-K dated May 3, 2000, filed with the Commission on May 10, 2000.

(vi) Form 8-K dated August 10, 2000, filed with the Commission on August 17,
2000.

(vii) The description of the Registrant's common stock contained in the Joint
Proxy/Prospectus dated January 31, 2001, filed with the Commission
February 20, 2001.

(viii) All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), or 15(d) of the Securities Exchange Act of 1934, as
amended, and prior to the termination of the offering made hereby, shall
be deemed to be incorporated by reference and to be a part hereof from
the date of the filing of such documents. Any statement incorporated by
reference in this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also
is or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed, except as so modified or superseded, to be part of this
registration statement.

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ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Corporation Laws of the State of Wyoming and the Company's Bylaws provide
for indemnification of the Company's directors and officers for liabilities and
expenses that they may incur in such capacities. In general, directors and
officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the directors is limited as provided in the Company's
Articles of Incorporation.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

The options were issued to employees, directors, officers and consultants
pursuant to the 1997 and 1998 Stock Plans. The shares were issued to employees,
directors, officers and consultants as compensation. These sales were made in
reliance on the exemption from registration requirements of the Securities Act
of 1933, as amended, contained in Section 4(2) thereof covering transactions not
involving any public "offer" or "sale."

ITEM 8. EXHIBITS

4.1 Articles of Incorporation and Bylaws of Registrant (incorporated
by reference from the Registrant's Proxy/Prospectus dated January
31, 2001 filed with the Commission on February 20, 2001).

4.2 1998 Empyrean Diagnostics, Ltd. Stock Plan dated November 20,
1998 (incorporated by reference from Exhibit 10.4 to the
Registrant's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 1999, filed with the Commission on March 30,
2000).

4.3 Empyrean Diagnostics, Ltd. Stock Option Plan dated effective
August 25, 1997.

5.1 Opinion of Benesch, Friedlander, Coplan & Aronoff, LLP, Counsel
to the Company regarding legality.

10.1 Consulting Agreement between Registrant and Douglas G. Furth
dated February 3, 2001.

23.1 Consent of Grant Thornton LLP, independent auditors.

23.2 Consent of Benesch, Friedlander, Coplan & Aronoff, LLP (contained
in its opinion filed as Exhibit 5.1 to this Registration
Statement ).

ITEM 9. 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:

(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the 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
the Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8 and the
information required in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant under Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment 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 initial bona
fide offering thereof.

(c) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 and where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement 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 initial bona fide offering thereof.

(d) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 public policy as expressed in the Securities Act
of 1933 and is,

16
18

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
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.

17
19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cleveland, State of Ohio, on March 27, 2001.

EMPYREAN BIOSCIENCE, INC.

/s/ Richard C. Adamany
------------------------------------------
By: Richard C. Adamany
Its: President, Chief Executive Officer
and Director

Pursuant to the requirements of the 1933 Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on March 27, 2001.

/s/ Richard C. Adamany President, Chief Executive Officer
- ------------------------------ and Director
Richard C. Adamany

/s/ Bennett S. Rubin Executive Vice President, Chief Operating
- ------------------------------- Officer, Secretary and Director
Bennett S. Rubin

/s/ Brenda K. Brown Vice President and Chief Financial Officer
- -------------------------------
Brenda K. Brown

/s/ Lawrence D. Bain Chairman of the Board
- -------------------------------
Lawrence D. Bain

/s/ Robert G.J. Burg, II Director
- -------------------------------
Robert G.J. Burg, II

/s/ Michael Cicak Director
- --------------------------------
Michael Cicak

/s/ Andrew J. Fishleder Director
- --------------------------------
Andrew J. Fishleder