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) May 26, 2004
Commission File Number 000-28638
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
incorporation or organization) Number)
2319 Foothill Blvd. Suite 250, Salt Lake City, Utah
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(Address of principal executive offices)
84109
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(Zip Code)
(801) 746-3700
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(Registrant's Executive Office Telephone Number)
ITEM 2. ACQUISTION OR DISPOSITION OF ASSETS
On May 26, 2004, EMPS Corporation, (the "Company") consummated an
Agreement and Plan of Reorganization to acquire a 100% interest in TatArka LLP,
a Kazakstan limited liability partnership ("TatArka"). As a result of the
acquisition, TatArka became a wholly owned subsidiary of the Company. TatArka
provides on-land seismic data acquisition services to oil and gas exploration
companies operating in the Republic of Kazakhstan.
Also on May 26, 2004, the Company consummated a Stock Purchase
Agreement to acquire 500 of the 1,000 outstanding common shares of
Kazmorgeophysica CJSC, a Kazakhstan closed joint stock company ("Kazmor"). The
Company will assume the control of Kazmor. Kazmor provides transition zone and
marine data acquisition and processing services to oil and gas exploration
companies operating in the Caspian Sea.
The Company has acquired TatArka and Kazmor with the intent to offer
geophysical research services to its current clients and to diversify the
products and services it can provide to other oil and gas exploration and
development companies in Kazakhstan and the north Caspian Sea.
The Company acquired the TatArka interests through Techgrand Company
Limited ("Techgrand"), who was acting on behalf of the prior partnership
interests holders, Rinat Kharisov and Yazkar Nuretdinov, individuals who are
unrelated to the Company, and Arkashelf LLP, a Kazakhstan limited liability
partnership related to the Company through a common director, Mirgali Kunayev.
Techgrand is a Hong Kong limited company and a shareholder of the Company.
The Company agreed to issue 200,000 shares of its restricted common
stock to the prior partnership interest holders of TatArka in satisfaction of an
obligation incurred by Techgrand in the acquisition of the partnership interests
from Kharisov, Nuretdinov and Arkashelf. The completion of the acquisition is
subject to filing appropriate amendments to the TatArka charter and foundational
documents with the government of Kazakhstan. The parties have agreed to complete
the re-registration of TatArka on or before June 30, 2004.
The number of shares to be issued by the Company was determined through
negotiation. While the negotiations may not be deemed to have been at "arms
length" or at fair value because of the relationship of certain parties, the
Company believes the acquisition was completed on terms at least as favorable to
the Company as it could have negotiated with an unrelated third party.
The Kazmor common shares were acquired from Transglobal Capital
Holdings Ltd., a British Virgin Islands corporation ("Transglobal"). In exchange
for the Kazmor shares, the Company has agreed to issue 1,000,000 shares of its
restricted common stock to Transglobal.
Transglobal and the Company arrived at the number of Company shares to
be issued for the Kazmor shares through arms length negotiations. There is no
material relationship between Transglobal and the Company or any of its
affiliates, any director or officer of the Company, or any associate of any such
director or officer.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) - (b) Financial Statements and Pro Forma Financial Information. The
requisite financial information will be filed under cover of Form 8-K/A
as soon as practicable, and in any event not later than 60 days from
the date of this filing.
(c) Exhibits. The following exhibits are included as part of this
report:
Exhibit 2.1 Agreement and Plan of Reorganization by and
between EMPS Corporation, TatArka, LLP and
Techgrand Company Limited dated May 26,
2004.
Exhibit 2.2 Stock Purchase Agreement by and between EMPS
Corporation, Kazmorgeophysica CJSC and
Transglobal Capital Holdings Ltd., dated May
26, 2004.
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: June 10, 2004 By: /s/ Mirgali Kunayev
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Mirgali Kunayev,
Chief Executive Officer
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