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 (Date of Earliest Event Reported) August 27, 2002
Commission File Number 0-33215
EMPS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 87-0617371
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
875 Donner Way, Unit 705, Salt Lake City, Utah
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(Address of principal executive offices)
84108
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(Zip Code)
(801) 582-1881
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(Registrant's Executive Office Telephone Number)
ITEM 5 - OTHER EVENTS
RESTATEMENT OF FINANCIAL STATEMENTS
On April 26, 2002 and May 7, 2002, EMPS Corporation (referred to herein as the
"Company") filed preliminary and definitive proxy statements, respectively, on
Form 14-A in connection with its then planned business combination with Caspian
Services Group Ltd. (referred to herein as "Caspian"). Included in those proxy
statement filings were the financial statements of Caspian as of December 31,
2001 and 2000, the year ended December 31, 2001, and for the period from
December 22, 1999 (inception date) through December 31, 2000.
The Caspian business combination was approved by the Company's shareholders on
May 29, 2002 and closed on July 30, 2002.
Subsequent to the filing of the definitive proxy statement, it was determined
that the Caspian financial statements referred to above require restatement to
reflect the consolidation of Caspian's 54% ownership interest in "Bauta", an
entity organized for the purpose of owning and operating a water desalinization
plant in the port of Bautino, on the Caspian Sea in Kazakhstan. Caspian's
investment in Bauta was accounted for under the equity method of accounting in
the financial statements included in the proxy statements referred to above.
Un-audited information as to the financial position and results of operations of
Bauta consisted of the following as of and for the periods ended December 31,
2001 and 2000:
December 31, 2001 December 31, 2000
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Assets $ 2,909,000 $ 3,027,000
Liabilities $ 4,719,000 $ 4,550,000
Net loss $ (353,000) $ (222,000)
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Caspian is currently in the process of revising its 2001 and 2000 financial
statements to reflect Bauta's consolidation and plans to file both the financial
statements and the related independent auditors report within 60 days from the
consummation of the business combination (September 30, 2002). During and upon
completion of the aforementioned exercise, the Company intends further evaluate
the ultimate impact of this restatement on the previously filed proxy
statements, shareholders' vote, and related business combination. Further public
disclosure will follow documenting the outcome of this evaluation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
EMPS CORPORATION
Date: August 26, 2002
By: /s/ Louis Naegle
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Louis Naegle, President
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