UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~September~~October 1721, 2010

~~EMPYREAN~~AMERICAN ~~HOLDINGS~~ASSET DEVELOPMENT, INC.

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(Exact name of registrant as specified in its charter)


Nevada	0-30118	88-0413417
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Identification No.)

500 N Rainbow Blvd, Suite 300, Las Vegas, NV 89107

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(Address of principal executive offices) (Postal Code)

Registrant's telephone number, including area code: (702) 608-4140

~~11200~~EMPYREAN ~~Westheimer Rd.~~HOLDINGS, ~~Suite 900, Houston, TX 77042~~INC. ---------------------------------------------------------------------------- (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~SECTION~~Section 4.5 –- ~~MATTERS~~Corporate ~~RELATED~~Governance TOand ~~ACCOUNTANTS AND FINANCIAL STATEMENTS~~Management

~~ITEM~~Item 45.0103 ~~CHANGES~~Amendments INto ~~REGISTRANT’S~~Articles ~~CERTIFYING~~of ~~ACCOUNTANT:~~Incorporation or Bylaws; Change in Fiscal Year.

On September 171, 2010, ~~the~~a ~~Board~~majority of ~~Directors~~the ~~appointed~~shareholders ~~BehlerMick~~of Empyrean Holdings, PSInc. ~~(“BehlerMick”)~~approved asa ~~Empyrean’s~~change ~~independent~~in ~~auditors~~the ~~for~~name of the ~~2009~~Company. An ~~fiscal~~amendment ~~year~~to the Articles of Incorporation was filed October 19, ~~replacing~~2010, ~~Malone~~changing &the ~~Bailey~~Company’s PCname (to “~~Malone~~American Asset Development, Inc.”) effective October 21, 2010. The Company has applied for a new trading symbol.

OnSection ~~September~~1- ~~17, 2010, the Company dismissed Malone, effective immediately. The report of Malone on the Company~~Registrant’s ~~financial~~Business ~~statements for the years ended December 31, 2008~~ and 2007, did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports on our financial statements contained an explanatory paragraph with respect to uncertainty as to the Company’s ability to continue as a going concern.Operations

~~For~~Item the years ended December 31, 2008 and 2007, and through the date of this Form 8-K, there have been no disagreements with Malone on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Malone’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their reports1. ~~For~~01 ~~the~~Entry ~~years~~into ~~ended December 31, 2008 and 2007, and through the date of this Form 8-K, there were no “reportable events” as that term is described in Item 304(~~a~~)(1)(v)~~ ofMaterial ~~Regulation~~Definitive ~~S-K.~~ Agreement

~~The~~On ~~Company~~October ~~has~~21, ~~provided~~2010, ~~Malone~~the ~~with~~Company ~~the~~entered ~~disclosures~~into itan isInvestment ~~making~~Agreement ~~herein~~(the no“Investment ~~later~~Agreement”) ~~than~~with ~~the~~Dutchess ~~day~~Opportunity ~~that~~Fund, ~~the~~II, ~~disclosures~~LP, ~~are~~a ~~filed~~Delaware ~~with~~Limited Partnership (the ~~Commission~~“Investor”). ~~The~~Pursuant ~~Company~~to ~~requested~~the ~~that~~Investment ~~Malone~~Agreement, ~~furnish~~the itInvestor acommitted ~~letter~~to ~~addressed~~purchase, subject to ~~the~~certain ~~Commission~~restrictions ~~stating~~and ~~whether~~conditions, itup ~~agrees~~to ~~with~~$10,000,000 of the ~~above~~Company’s ~~statements~~common ~~and~~stock, ifover ~~not,~~a ~~stating~~period of 36 months from the ~~respects~~first intrading ~~which~~day itfollowing ~~does~~the ~~not~~effectiveness ~~agree. That~~of ~~letter~~the ~~will~~registration bestatement ~~attached~~registering asthe ~~Exhibit~~resale ~~16.1~~shares ~~within~~purchased 2by ~~business~~the ~~days~~Investor ofpursuant ~~receipt~~to the Investment Agreement (the “Equity Line”).

~~During~~The Company may draw on the ~~years~~facility ~~ended~~from ~~December~~time 31to time, ~~2009~~as and ~~2008,~~when it determines appropriate in accordance with the terms and ~~through~~conditions ~~September~~of ~~17,~~the ~~2010,~~Investment (Agreement. The maximum amount that the ~~date~~Company ~~BehlerMick~~is ~~was~~entitled ~~appointed~~to put to the Investor in any one draw down notice is the greater of (i), 200% of the average daily volume of the Company’s ~~did~~common ~~not~~stock ~~consult~~for ~~BehlerMick~~the ~~with~~three ~~respect~~(3) trading days prior to the ~~application~~date of ~~accounting~~delivery ~~principles~~of tothe aapplicable ~~specified~~draw ~~transaction~~down notice, ~~either~~multiplied ~~completed~~by the average of the closing prices for such trading days or ~~proposed~~(ii) $250,000. The purchase price shall be set at ninety-three percent (93%) of the lowest daily volume weighted average price (VWAP) of the Company’s common stock during the five (5) consecutive trading day period beginning on the date of delivery of the applicable draw down notice. The Company has the right to withdraw all or any portion of any put, except that portion of the ~~type~~put that has already been sold to a third party, including any portion of ~~audit~~a ~~opinion~~put that ~~might~~is bebelow ~~rendered~~the minimum acceptable price set forth on the put notice, before the closing. There are put restrictions applied on days between the draw down notice date and the closing date with respect to that particular put. During such time, the Company shall not be entitled to deliver another draw down notice. In addition, the Investor will not be obligated to purchase shares if the Investor’s ~~Financial~~total ~~Statements,~~number orof ~~any~~shares ~~other~~beneficially ~~matters~~held orat ~~reportable~~that ~~events~~time would exceed 4.99% of the number of shares of the Company’s common stock as ~~defined~~determined in ~~Item~~accordance ~~304~~with Rule 13d-1(aj)~~(2)(i)~~ ~~and~~of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the facility unless there is an effective registration statement (iias further explained below) to cover the resale of ~~Regulation~~the ~~S-K~~shares.

~~Item~~The ~~4.02~~Investment ~~Non~~Agreement further provides that the Company and the Investor are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Investment Agreement or Registration Rights Agreement (as defined below), or as a result of any lawsuit brought by a third-~~Reliance~~party Onarising ~~Previously~~out ~~Issued~~of ~~Financial~~or ~~Statements~~resulting Orfrom Athe ~~Related~~other ~~Audit~~party’s ~~Report~~execution, Ordelivery, ~~Completed~~performance ~~Interim~~or ~~Review~~enforcement of the Investment Agreement or the Registration Rights Agreement.

OnThe ~~September~~Investment ~~17,~~Agreement ~~2010,~~also ~~the~~contains ~~Company~~customary ~~received~~representations ~~notice~~and ~~from~~warranties ~~its accountant that they had determined that as a result~~ of ~~audit~~each ~~adjustments for the 2008 year end that incorrect financial statements had been filed with the SEC as part~~ of the ~~Company’s~~parties. The ~~quarterly~~assertions ~~reports~~embodied onin ~~Form~~those ~~10Q~~representations ~~for the periods ended March 31, June 30,~~ and ~~September,~~warranties ~~2009. After~~were ~~review~~made offor ~~the~~purposes ~~quarterly reports, the Board~~ of ~~Directors has determined that~~ the ~~financial statements contained therein had been incorrectly prepared, and cannot be relied upon.~~

~~SIGNATURES~~Investment Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Investment Agreement. In addition, certain representations and warranties were made as of a specific date, may be subject to a contractual standard of materiality different from what a shareholder or investor might view as material, or may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts. Investors should read the Investment Agreement together with the other information concerning the Company that the Company publicly files in reports and statements with the Securities and Exchange Commission (the “SEC”).

Pursuant to the ~~requirements~~terms of a Registration Rights Agreement dated October 21, 2010 between the ~~Securities~~Company ~~Exchange~~and ~~Act~~the ofInvestor ~~1934~~(the “Registration Rights Agreement”), the ~~registrant~~Company ~~has~~is ~~duly~~obligated ~~caused~~to ~~this~~file ~~report~~one or more registrations statements with the SEC to beregister ~~signed~~the onresale ~~its~~by ~~behalf~~Investor of the shares of common stock issued or issuable under the Investment Agreement. The Company is obligated to use all commercially reasonable efforts to have the registration statement declared effective by the ~~undersigned~~SEC ~~hereunto~~within ~~duly~~90 ~~authorized~~days after the registration statement is filed.

~~Date: September~~The 20foregoing description of each of the Investment Agreement and the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Investment Agreement and the Registration Rights Agreement, ~~2010~~respectively, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

~~EMPYREAN~~Section ~~HOLDINGS,~~9 ~~INC.~~Financial Statements and Exhibits

~~/s/~~Item ~~Terri A~~9.01 ~~Hourigan~~Financial Statements and Exhibits

~~By:~~Exhibit ~~Terri A~~3. ~~Hourigan~~1

~~President~~Certificate ~~and~~of ~~Director~~ Amendment

Exhibit 10.1

Investment Agreement

Exhibit 10.2

Registration Rights Agreement

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 hereunto duly authorized.

Date: October 27, 2010

EMPYREAN HOLDINGS, INC.

/s/ Terri A. Hourigan

By: Terri A. Hourigan

President and Director

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