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) January 28, 2005
Commission File Number 000-33215
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
incorporation or organization) Identification 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)
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
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
Item 5.02 Appointment of New Directors
In accordance with the Bylaws of the Company and Section 78.335 of the
Nevada Revised Statutes, on January 28, 2005, the Board of Directors of the
Company appointed Valery P. Tolkachev and James Passin to fill the vacancies on
the Company's Board of Directors resulting from an increase in the number of
Company directors from three to five as permitted in the Articles of
Incorporation and the Bylaws of the Company. Mr. Tolkachev and Mr. Passin will
serve as directors of the Company until the next annual meeting of shareholders
and their successors are elected. Following is a brief description of the
business experience of Mr. Tolkachev and Mr. Passin during the past five years.
Valery Tolkachev. Since 1999, Mr. Tolkachev has served as a Deputy
Director of the Corporate Clients Department for Aton Investment Company in
Moscow, Russia. From 1991 to 1999, Mr. Tolkachev served in various positions
including, broker, analyst, manager and V.P. of Equities Department at MDM Bank,
IncomBank, IncomCapital, Tveruniversalbank and TIRAbrok Company. Mr. Tolkachev
graduated with Honors from the High Military School in Kiev, USSR in 1989. He is
currently attending the Academy of National Economy, Moscow Law faculty. Mr.
Tolkachev is 36 years old. Mr. Tolkachev is also a director of BMB Munai, Inc.,
a reporting company.
James Passin. In July 1999, Mr. Passin joined Firebird Management,
LLC., as a portfolio manager. In April 2000, he co-founded FGS Advisors, LLC,
which is an investment advisor to Firebird Global Master Fund, Ltd. Mr. Passin
is 33 years old. Mr. Passin is not a director in any other reporting company.
Within the past two years, the Company has sold shares of its common
stock to Aton International Limited, a company affiliated with Aton Investment
Company. Mr. Tolkachev did not receive any compensation in connection with the
purchase of these shares.
Within the past two years, the Company sold shares of its common stock
to Firebird Global Master Fund, Ltd. Mr. Passin did not receive any compensation
in connection with the purchase of these shares by the respective entities.
Neither Mr. Tolkachev nor Mr. Passin has been convicted in a criminal
proceeding, excluding traffic violations or similar misdemeanors, or has been a
party to any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) during the past five years, that
resulted in a judgment, decree or final order enjoining the person from future
violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws.
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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: February 2, 2005 By: /s/ Marat Cherdabayev
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Marat Cherdabayev, Vice President
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