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 000-50218
EMPS RESEARCH CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
UTAH 87-0669131
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
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)
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 2.01 Completion of Acquisition of Assets
On January 28, 2005, EMPS Research Corporation (the "Company")
completed the closing of the Plan and Agreement of Reorganization among EMPS
Research Corporation, Condesa Pacific S.A. and the Shareholders of Condesa
Pacific S.A. (the "Agreement"), a copy of which is attached hereto as Exhibit
10.1, and incorporated herein by this reference. With the completion of the
closing, the Company acquired 100% of the outstanding capital stock of Condesa
Pacific, S.A. ("Condesa") in exchange for the issuance of 35,000,000 common
shares of the Company. As a result of the issuance, the seven shareholders of
Condesa now hold approximately 90% of the outstanding common stock of the
Company. The consideration exchanged in connection with this transaction was
determined through negotiation by the parties.
Condesa is a British Virgin Islands international business company
whose primary asset is an exploration and production contract held by its
wholly-owned subsidiary Kaznickel, LLP. The exploration and production contract,
which was issued by the Ministry of Energy and Mineral Resources of the Republic
of Kazakhstan, grants Kaznickel the exclusive right to explore for and produce
nickel, cobalt and other minerals in the 616 hectare (1,522 acre)
Gornostayevskoye field located in the Beskaragaiskiy region of eastern
Kazakhstan. The Company intends to pursue the exploration and development of the
Gornostayevskoye field.
Item 5.01 Changes in Control of Registrant
As discussed in Item 2.01 above, as a result of the issuance of Company
common stock to acquire Condesa, the seven shareholders of Condesa, received 90%
of the outstanding common shares of the Company in exchange for their interests
in Condesa. None of the Condesa shareholders were shareholders of the Company
immediately prior to completion of the closing of the Agreement. None of the
Company's executive officers or directors has changed as a result of this
transaction and no change in the executive officers or directors of the Company
is required under the terms of the Agreement.
The following table sets forth as of February 1, 2005, the name and the
number of shares of the Company's common stock, par value of $0.001 per share,
held of record or beneficially by each person who held of record, or was known
by the Company to own beneficially, more than 5% of the 38,300,000 issued and
outstanding shares of the Company's common stock, and the name and shareholdings
of each director and of all officers and directors as a group.
The term "beneficial owner" refers to both the power of investment and
the right to buy and sell shares of the Company. It also refers to rights of
ownership or the right to receive distributions from the Company and proceeds
from the sale of EMPS shares. Since these rights may be held or shared by more
than one person, each person who has a beneficial ownership interest in shares
is deemed to be the beneficial owners of the same shares because there is shared
power of investment or shared rights of ownership.
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Type of Amount & Nature of % of
Security Name and Address Beneficial Ownership Class
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Common Brisa Equities Corporation(1) 21,000,000 54.8%
Common Canby Trading Services Inc.(2) 2,450,000 6.4%
Common Terrance Chatwin(3)(4) 120 *
Common Marat Cherdabayev(4) -0- *
Common James Gunnell(4) 250 *
Common Hertel Group, S.A.(5 3,150,000 8.2%
Common Lambfield International Limited(6) 2,450,000 6.4%
Common Neymer Finance Limited(7) 2,450,000 6.4%
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All officers and directors as a
group (3 persons) 370 *
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TOTAL 31,500,370 82.2%
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(1) Mr. Louis Naegle is the sole director of Brisa Equities and may, therefore,
be deemed to have voting and investment power with respect to all shares of
record held by Brisa.
(2) Ms. Allison Kilbourn is the sole director of Canby Trading and may,
therefore, be deemed to have voting and investment power with respect to all
shares of record held by Canby.
(3) Mr. Chatwin holds 30 shares of record, the other 90 shares are held of
record by relatives who live in the same household.
(4) Mr. Chatwin and Mr. Gunnell are the executive officers of the Company. Mr.
Cherdabayev, Mr. Chatwin and Mr. Gunnell are directors of the Company.
(5) Mr. Richard Holzapfel is the sole director of Hertel Group, and may,
therefore, be deemed to have voting and investment power with respect to all
shares of record held by Hertel.
(6) Mr. Thomas Jensen is the sole director of Lambfield International, and may,
therefore, be deemed to have voting and investment control with respect to
all shares of record held by Lambfield.
(7) Mr. Timur Kunayev is the sole director of Neymer Finance Limited and may,
therefore, be deemed to have voting and investment control with respect to
all shares of record held by Neymer.
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Item 7.01 Regulation FD
On February 2, 2005, the Company issued a press release announcing that
it had completed closing of the Agreement to acquire Condesa. A copy of the
press release is furnished as Exhibit 99.01 to this report and incorporated
herein by this reference.
Item 9.01 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 75 days from
the date the acquisition was completed.
(c) Exhibits. The following exhibits are included as part of this
report:
10.1 Plan and Agreement of Reorganization Among EMPS
Research Corporation and Condesa Pacific S.A. and the
Shareholders of Condesa Pacific S.A.
99.1 Press Release of EMPS Research Corporation dated
February 2, 2005
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 Research Corporation
Date: February 2, 2005 By: /s/ James Gunnell
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James Gunnell, Secretary
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