U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarter ended September 30, 2001
- --------------------------------------------------------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File No. 0-30118
EMPYREAN COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 88-0413417
------------------------------- ------------------------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
PMB 723, 250 "H" St.,
Blaine, WA 98230
-----------------------------
(Address of Principle Executive Offices)
Issuer's Telephone Number: (604) 683-6648
Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Company was required to file such reports). And (2) has been
subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
---- ---- ---- ----
Page 2
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each Issuer's classes of common
equity, as of the latest practicable date:
September 30, 2001: Common Stock - 25,366,800
DOCUMENTS INCORPORATED BY REFERENCE
A description of any "Documents Incorporated by Reference" is contained in Item
6 of this report.
Transitional Small Business Issuer Format Yes No X
----- -----
Page 3
EMPYREAN COMMUNICATIONS INC.
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements:
Balance Sheets as of September 30, 2001 and
December 31, 2000 5
Statements of Operations for the three months ended
September 30, 2001 and September 30, 2000 and the Nine months ended
September 30, 2001 and September 30, 2000 and from Inception through
September 30, 2001 6
Statements of Cash Flow for the three months ended
September 30, 2001 and September 30, 2000 and the Nine months ended
September 30, 2001 and September 30, 2000 and from Inception through
September 30, 2001 7
Notes to Financial Statements for the three months ended
September 30, 2001 and September 30, 2000 and the Nine months ended
September 30, 2001 and September 30, 2000 and from Inception through
September 30, 2001 11
Item 2. Management's Plan of Operations 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Defaults upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Securities Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8 - K 13
Signatures 13
Page 4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Financial Statements of the Company required to be filed with this 10-QSB
Quarterly Report were prepared by management and commence on the following page,
together with related Notes. In the opinion of management, these Financial
Statements fairly present the financial condition of the Company, but should be
read in conjunction with the Financial Statements of the Company for the year
ended December 31, 2000 previously filed with the Securities and Exchange
Commission.
Page 5
EMPYREAN COMMUNICATIONS INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
September 30, 2001 and December 31, 2000
(Stated in US Dollars)
Unaudited
---------
ASSETS
------
September 30,2001 Dec 31,2000
----------------- -----------
Current
Cash $ 781 $ 121
Prepaid Expenses - 16,000
------------- -------------
781 16,121
Bandwith Contract - (Empyrean Communications) 23,920,010 -
------------- -------------
Total Assets $ 23,920,791 $ 16,121
------------- -------------
LIABILITIES
-----------
Current
Accounts Payable $ 770,391 $ 50,639
------------- -------------
Total Current Liabilities 770,391 50,639
------------- -------------
Total Liabilities 770,391 50,639
------------- -------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
---------------------------------
Share Capital
Authorized:
50,000,000 common shares, $0.001 par value
10,000,000 preferred shares, $0.001 par value
Issued:
25,366,800 common shares 24,639,156 695,745
Deficit Accumulated During The Development Stage (1,488,756) (730,263)
------------- -------------
23,150,400 (34,518)
------------- -------------
$ 23,920,791 $ 16,121
------------- -------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Page 6
EMPYREAN COMMUNICATIONS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS AND DEFICIT
FOR THE THREE MONTHS AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2001 AND
SEPTEMBER 30, 2000 AND FOR THE PERIOD APRIL 30, 1998 (INCEPTION) THROUGH
SEPTEMBER 30, 2001.
(Stated in US Dollars)
Unaudited
---------
Three Months Three Months Nine Months Nine Months April 30, 1999
Ended Ended Ended Ended (Date of
September 30, September 30, September 30, September 30, Inception) to
2001 2000 2001 2000 September 30,
2001
-------------- -------------- -------------- -------------- --------------
Sales $ - $ - $ - $ - $ -
Gross Profit - - - - -
Operating Expense 145,852 58,633 719,064 108,189 1,513,333
-------------- -------------- -------------- -------------- --------------
Loss before other items (145,852) (58,633) (719,064) (108,189) (1,513,333)
Other Items
Excess Value of Shares
Issued On Investment - - - - (1,048)
Expense recoveries - - 29,577 - 29,577
Share of Loss of
Qiblah Tech. Ltd. - - - - (3,952)
-------------- -------------- -------------- -------------- --------------
Net Loss for the Period (145,852) (58,633) (689,487) (108,189) (1,488,756)
Deficit Beginning of
Period (1,342,904) (83,532) (730,263) (33,976) -
-------------- -------------- -------------- -------------- --------------
Deficit End of Period $ (1,488,756) $ (142,165) $ (1,419,750) $ (142,165) $ (1,488,756)
============== ============== ============== ============== ==============
Loss Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Page 7
EMPYREAN COMMUNICATIONS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2001 AND
SEPTEMBER 30, 2000 AND FOR THE PERIOD APRIL 30, 1998 (INCEPTION) THROUGH
SEPTEMBER 30, 2001.
(Stated in US Dollars)
Unaudited
---------
Three Months Three Months Nine Months Nine Months April 30, 1999
Ended Ended Ended Ended (Date of
September 30, September 30, September 30, September 30, Inception) to
2001 2000 2001 2000 September 30,
2001
-------------- -------------- -------------- -------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $ (145,852) $ (58,633) $ (689,486) $ (108,189) $ (1,488,756)
Add: Items Not
Affecting Cash
Share Of Qiblah
Tech Ltd. Loss - - - - 3,952
Excess Value Of Shares
Issued On Investment - - - - 1,048
Shares issued to pay expenses - - - - 6,625
Non-cash compensation charge - - - - 519,120
Expense recovery - - 29,577 - 29,577
-------------- -------------- -------------- -------------- --------------
(145,852) (58,633) (719,063) (108,189) (987,588)
-------------- -------------- -------------- -------------- --------------
Changes In Non-Cash
Working Capital Items
Prepaid Expenses - 10,000 16,000 (46,000) -
Accounts Payable 146,360 14,698 661,435 29,823 831,081
Loans Payable - (8,500) - (1,000) -
Inventory - (10,000) - (24,463) -
-------------- -------------- -------------- -------------- --------------
Net Cash (Used) From
Operating Activities 508 (52,435) (41,628) (149,829) (156,507)
-------------- -------------- -------------- -------------- --------------
Cash Flow Used For Investing
Activities Acquisition of
License Fees - - - - (50,000)
Acquisition of Empyrean
Communications - - 19,888 - 19,888
-------------- -------------- -------------- -------------- --------------
Net Cash Used For
Investment Activities - - 19,888 - (30,112)
-------------- -------------- -------------- -------------- --------------
Page 8
EMPYREAN COMMUNICATIONS INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS AND NINE MONTHS PERIODS ENDED SEPTEMBER 30, 2001 AND
SEPTEMBER 30, 2000 AND FOR THE PERIOD APRIL 30, 1998 (INCEPTION) THROUGH
SEPTEMBER 30, 2001.
(Stated in US Dollars)
Unaudited
---------
Three Months Three Months Nine Months Nine Months April 30, 1999
Ended Ended Ended Ended (Date of
September 30, September 30, September 30, September 30, Inception) to
2001 2000 2001 2000 September 30,
2001
-------------- -------------- -------------- -------------- --------------
Cash Flows From
0Financing Activities
Proceeds From Issuance
Of Common Shares - 6,625 22,400 106,625 187,400
Share subscription - 43,500 - 43,500 -
-------------- -------------- -------------- -------------- --------------
Net Cash Provided By
Financing Activities - 50,125 22,400 150,125 187,400
-------------- -------------- -------------- -------------- --------------
Net Increase (Decrease)
In Cash 508 (2,310) 660 296 781
Cash At Beginning
Of Period 273 2,620 121 14 -
-------------- -------------- -------------- -------------- --------------
Cash At End Of Period $ 781 $ 310 $ 781 $ 310 $ 781
============== ============== ============== ============== ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Page 9
EMPYREAN COMMUNICATIONS INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period April 30, 1998 (Date of Inception) to September 30, 2001
(Stated in US Dollars)
(Unaudited)
---------
Deficit
Accumulated
Additional During the
Common Paid-in Development
Shares Par Value Capital Stage Total
Net loss for the period - $ - $ - $ (850) $ (850)
---------- ------------ ------------ ------------ ------------
Balance, as at December 31, 1998 - - - (850) (850)
For cash:
Capital stock issued pursuant
to an offering at - $0.001 5,000,000 5,000 - - 5,000
Capital stock issued pursuant
to an offering memorandum
at - $0.50 31,000 31 15,469 - 15,500
For acquisition of Qiblah
Technologies Ltd. 5,000,000 5,000 - - 5,000
Net loss for the year - - - (33,126) (33,126)
---------- ------------ ------------ ------------ ------------
Balance, as at December 31, 1999 10,031,000 10,031 15,469 (33,976) (8,476)
For cash:
Capital stock subscribed
pursuant to a subscription
agreement at - $0.50 200,000 200 99,800 - 100,000
Pursuant to the exercise
of warrants at - $0.50 89,000 89 44,411 - 44,500
Shares issued as partial
payment of license fee
at - $3.31 2,000 2 6,623 - 6,625
Non-cash compensation charge - - 519,120 - 519,120
Net loss for the period - - - (696,287) (696,287)
---------- ------------ ------------ ------------ ------------
Balance, as at December 31, 2000 10,322,000 $ 10,322 $ 685,423 $ (730,263) $ (34,518)
---------- ------------ ------------ ------------ ------------
For cash:
Pursuant to the exercise
of warrants at - $0.50 44,800 45 22,355 - 22,400
For acquisition of Empyrean
Communications 15,000,000 15,000 23,906,011 (69,008) 23,852,003
Net loss for the year - - - (543,633) (543,633)
---------- ------------ ------------ ------------ ------------
Balance, as at September 30, 2001 25,366,800 25,367 24,613,789 (1,342,904) 23,296,252
========== ============ ============ ============ ============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
Page 10
EMPYREAN COMMUNICATIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2001.
(Stated in US dollars)
----------------------
Unaudited
---------
Note 1 Interim Reporting
-----------------
While the information presented in the accompanying interim Nine
months financial statements is unaudited, it includes all adjustments
which are, in the opinion of management, necessary to present fairly
the financial position, results of operations and cash flows for the
interim periods presented. All adjustments are of a normal recurring
nature. It is suggested that these interim financial statements be
read in conjunction with the company's December 31, 2000 annual
financial statements.
Note 2 Common Stock
------------
Commitment
Share Purchase Warrants
At September 30, 2001, there are no share purchase warrants
outstanding.
Share Purchase Options
At September 30, 2001, 800,000 share purchase options are
outstanding. Each option entitles the holder to purchase one
additional share of the company at $0.75 per share until April 17,
2010.
Note 3 Subsequent Events
-----------------
On October 17, 2001, the Company approved a Reverse Split of the
issued and outstanding shares on a new share for twenty old shares
basis. Any fractional shares will be rounded up. Effective date of
the Reverse Split is October 31, 2001.
The Board rescinded its previous decision of June 8, 2001 to spin off
the communications assets to Empyrean International, Inc., a
subsidiary of Empyrean Communications, Inc., in exchange for
1,000,000 shares of Empyrean International, Inc., to be distributed
in total as a dividend to registered shareholders of Empyrean
Communications, Inc. as of August 30, 2001.
On November 1, 2001 the Company approved issuance of 1,000,000 shares
of common stock to Mr. Tom McCrimmon for consulting services,
1,000,000 shares of common stock to Mr. Robert Lee for consulting
services and 5,000,000 shares of common stock to Empyrean
International Inc., a subsidiary of Empyrean Communications, Inc, for
agreeing to reverse the previous spin-off action of the broadband and
basalt aspects of the company's business after having enhanced
original bandwidth contract terms by approximately $5,000,000.
Page 11
On November 14, 2001 Director Ken Liebscher, representing a group of
minority stockholders made a request of management to review the
issuance of stock to Mr. McCrimmon and Mr. Lee, as approved by the
Board in their meeting of November 1, 2001. Management has agreed to
review the matter for content and purpose and upon completion of its
review will present its recommendations at a Special Called Board
Meeting.
On November 15, 2001 Management met with and requested its SEC
approved CPA Firm, Dickey, Rush, Duncan, Ansell & Co. P.C. to perform
a complete review of its current financial status and its 2001 SEC
filings. In addition the Firm was employed to complete the year-end
audit. Management is anticipating the review findings in sufficient
time to review and incorporate all financial adjustments, if any
should be required, for the year-end audit.
EMPYREAN COMMUNICATIONS, INC
NOTES TO THE FINANCIAL STATEMENTS FOR THE THREE MONTHS AND NINE MONTHS PERIODS
ENDED SEPTEMBER 30, 2001 AND SEPTEMBER 30, 2000 AND FOR THE PERIOD APRIL 30,
1998 (INCEPTION) THROUGH SEPTEMBER 30, 2001.
1. BASIS OF PRESENTATION
In the opinion of management, the unaudited financial statements reflect all
normally recurring adjustments necessary to fairly present the Company's
financial position and results of operations for the periods indicated. The
accompanying interim financial statements should be read in conjunction with
the financial statements and related notes included in the Company's 10-KSB
for the period ended December 31, 1999, which has been filed with the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in the Company's annual financial statements
have been omitted from the quarterly financial statements based upon
Securities and Exchange Commissions rules and regulations. Net loss per
common and common equivalent share was computed based on the net loss
divided by the weighted average number of common and common equivalent
shares outstanding, unless antidilutive, during the year presented.
2. FINANCING
Common Additional
Shares Paid-in
# Par Value Capital
---------- ---------- ----------
Balance, December 31, 1999 - $ - $ -
Issuance of shares:
- pursuant to offering memorandum
for cash
- at $0.50 per share 31,000 31 15,469
- at $0.001 per share 5,000,000 5,000 -
- pursuant to acquisition of
Qiblah Technologies Limited 5,000,000 5,000 -
- pursuant to a Reg. S
Investment for cash
- At $0.50 per unit 200,000 200 99,800
- pursuant to set up of
company in UAE 2,000 2 6,623
- At $3 5/16 per share
---------- ---------- ----------
Balance, September 30, 2001 10,233,000 $ 10,233 $ 121,892
========== ========== ==========
The capital raised was used to fund operations. The Company anticipates
needing additional capital to fund operations during the upcoming year. The
Company intends to raise capital through a combination of the private
placement of its securities, establishing operating lines of credit, and
through the sale of product.
Page 12
3. RELATED PARTY TRANSACTIONS
On January 12, 2000, the company acquired the shares of Qiblah International
Industries Ltd. ("Qiblah"). Qiblah was a private company controlled by a
significant shareholder of the Company. On January 19, 2000, two directors
of Qiblah became directors of the company. Accounts payable at September
30, 2001 includes $50,000 (1999: $50,000) owing to E.T.C. Industries Ltd.,
a company with a common director. Loans payable at September 30, 2001
includes $2,500 (2000: $Nil) owing to directors of the Company. During the
third quarter, the Company approved to effect a "spin-off" of all assets
pertaining to the Broadband and Basalt aspects of its business to Empyrean
Enterprises, Inc. a company controlled by a Director of Empyrean
Communications, Inc. The stated assets and liabilities spun off will be
exchanged for 1,000,000 shares of Empyrean Enterprises, Inc. These shares
will be escrowed and distributed pro-rata, total, to stockholders registered
as of August 31, 2001.
4. DESCRIPTION OF SECURITIES
The Company has two class of securities authorized; 50,000,000 shares of
$0.001 par value common voting stock and 10,000,000 of $0.001 par value
preferred shares. The holders of the Company's Common Stock are entitled to
one vote per share on each matter submitted to a vote at a meeting of
stockholders. The shares of Common Stock carry cumulative voting rights in
the election of directors. There are no preferred shares issued.
Stockholders of the Company have no pre-emptive rights to acquire additional
shares of Common Stock or other securities. The Common Stock is not subject
to redemption rights and carries no subscription or conversion rights. In
the event of liquidation of the Company, the shares of Common Stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of the Common Stock now outstanding are fully paid
and non-assessable.
The Company has incentive options outstanding. The terms and conditions of
the options granted were for the optionee to purchase a number of shares of
the authorized $0.001 par value Common Stock of the Company, at the purchase
price of $0.75 per share for a period of 5 years.
The following options were granted: Rolf Papsdorf 200,000
Dieter Schindelhauer 200,000
Ken Liebscher 200,000
Dharcarium Ltda. 200,000
Sundance Capital Group 200,000
Bruce Haglund 200,000
Maurice Jacquesson 100,000
On March 8, 2001 Rolf Papsdorf, Dieter Schindelhauer and Maurice Jaquesson
resigned from the company and their options were retired unexercised.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws that would delay, defer, or prevent a change in control
of the Company.
Item 2. Management's Plan of Operations
The Company is in its initial stages of development with no revenues or income
and is subject to all the risks inherent in the creation of a new business.
Since the Company's principal activities to date have been limited to
organizational activities, prospect development, and acquisition of interests,
it has no record of any revenue-producing operations. Consequently, there is no
operating history upon which to base an assumption that the Company will be able
to achieve its business plans.
During the second quarter the Company purchased Empyrean Communications, Inc. on
a share for share basis and issued 15,000,000 of the company's common stock.
Subsequently the company divested itself of the Qiblah division for one dollar.
The Directors of the company, Rolf Papsdorf and Dieter Schindelhauer resigned
from the Board of Directors of the company and Dale Renaud, George Burks, and
Robert Lee were added to the Board of Directors. Dale Renaud was elected the
new President and George Burks as Secretary/Treasurer.
Page 13
The company officially changed its name from Direction Technologies, Inc. to
Empyrean Communications, Inc.
PRINCIPAL PRODUCT.
One of the specific reasons the Company was founded is for the purpose of
entering into a world-wide license agreement with E.T.C. Industries Ltd. of
Vancouver, British Columbia, Canada to license certain technology, and obtain
advice in facilitating the production of electric vehicles using certain
technology developed by the licensor. The license agreement expired during the
quarter and will not be renewed as the company is now pursuing new interests.
The other specific reason for formation of the Company is to purchase certain
assets of Qiblah International Industries Ltd. a British Columbia corporation,
of Vancouver, British Columbia, Canada (a non-operational holding company).
Qiblah International Industries Ltd. owns 50% of Qiblah Technologies Ltd. a duly
registered non-reporting, non-listed South African public corporation. This
firm had developed a state-of-the art electronic device called the Qiblah
Locator, a battery-operated hand-held device that indicates the direction of the
Muslim religious center Mecca from any location in the world. The Qiblah Locator
is designed to be of assistance to the more than 1.5 billion adherents of the
Muslim faith in the performance of their religious observations. This division
of the company was sold to the original developers of the product for a sum of
one dollar during the quarter.
Page 13
The direction of Empyrean Communications, Inc. will now be the development of
broadband telecommunications capabilities through the agreements acquired with
the purchase of Empyrean. Empyrean Communications, Inc. is a broadband provider
capable of delivering fiber capacity to OC-192 levels. Empyrean intends to
direct its marketing efforts towards Multi-Media Broadcast & Content Delivery
markets via DSL users in a scalable manner. Empyrean's mission is to "light up"
the 29,000 miles of fiber-optical digital broadband it currently has under
contract. This would provide Empyrean's future clients with the ability to
purchase, rent lease or joint-venture smaller configurations of bandwidth such
as the OC-12, OC-3 and DS3 levels. These capacity levels have a greater demand
and could generate much higher revenue streams than the larger OC-48's.
During the third quarter, the Company approved to effect a "spin-off" of all
assets pertaining to the Broadband and Basalt aspects of its business to
Empyrean Enterprises, Inc. a company controlled by a Director of Empyrean
Communications, Inc. The stated assets and liabilities spun off will be
exchanged for 1,000,000 shares of Empyrean Enterprises, IncThese shares will be
escrowed and distributed pro-rata, total, to stockholders registered as of
August 31, 2001.
LIQUIDITY.
During the next 12 months, the Company will need significant working capital to
fund its marketing efforts and to manufacture product. The Company intends to
obtain working capital from the sale of product and through private investments
made by third parties. During the quarter, the Company approved the issuance of
15,000,000 shares as the purchase price of Empyrean Communications, Inc. A
finders fee for this transaction will be paid to Sundance Capital Group and is
included in accounts payable.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None;
Item 2. Changes in Securities and Use of Proceeds.
During the first quarter of 2001, the Company issued 15,000,000
restricted shares of common stock to the shareholders of record of the private
company purchased, Empyrean Communications, Inc. The shares issued were:
- --------------------------------------------------------------------------------
STOCKHOLDERS EMPYREAN DIRECTION SHARES
------------ -------- ----------------
SHARES RECEIVED
------ --------
SURRENDERED
-----------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
VNET INVESTMENT COMPANY 12,500,000 12,500,000
12115 N 1-35 SERVICE ROAD
OKLAHOMA CITY, OKLAHOMA 73131
- --------------------------------------------------------------------------------
Page 14
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RENAUD FAMILY TRUST 1,000,000 1,000,000
2920 SHADOWBRIAR DRIVE 31328
HOUSTON TEXAS 77082
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
STARBRIGHT MMG LIMITED PARTNERSHIP 250,000 250,000
2832 BELLEVUE AVE
W. VANCOUVER B.C. CANADA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
QUADRANT FINANCIAL INC. 250,000 250,000
2107 DEEP COVE RD.
N. VANCOUVER B.C. CANADA V7G 1S8
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
VINTAGE INTERNATIONAL INC. 250,000 250,000
711-945 MARINE DRIVE
WEST VANCOUVER B.C. V7T 1A8
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
GEORGE J. RENAUD 250,000 250,000
1930 COLUMBUS
STUTTGART ARKANSAS 72160
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
LANA M. CAMPBELL 250,000 250,000
14007 BRADLEY RD.
NORTH LITTLE ROCK, ARKANSAS 72113
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CHARLES KARPOWICZ 250,000 250,000
801 S. RODNEY PARHAM #34E
LITTLE ROCK ARKANSAS 72205-4877
- --------------------------------------------------------------------------------
Item 3. Defaults Upon Senior Securities.
None;
Item 4. Submission of Matters to a Vote of Security Holders.
None;
Item 5. Other Information.
On March 3, 2000 the Company was cleared by the NASD for
trading on the OTC Bulletin Board. The symbol was DRCG.
Subsequently the symbol was redesignated as EPYC.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
None
(b) Reports on Form 8-K.
March 8, 2001.
Page 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
EMPYREAN COMMUNICATIONS, INC.
Date: 11/19/01 By: /s/ Dale Renaud
President and Director
Date: 11/19/01 By: /s/ Robert L. Lee
Director