(a) Business Development.

Empyrean Holdings, Inc., a Nevada corporation ("Company"), was originally organized on April 30, 1998 as Fuji International, Inc.; the name was changed on December 28, 1998 to Direction Technologies, Inc. In March of 2001, Direction Technologies, Inc. merged with Empyrean Communications, Inc., and the name was changed to Empyrean Communications, Inc.

Following approval obtained at the Special shareholders' meeting held on January 5, 2005, the company's name was changed to Empyrean Holdings, Inc. effective January 25, 2005. The new name was adopted to more accurately reflect the company's revised business plan and future...