U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-KSB

         [X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1933 For the fiscal year ended
                  December 31, 2003

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from ____________ to ______________

                         Commission File Number 0-33215

                                EMPS CORPORATION
                  ---------------------------------------------
                 (Name of Small Business Issuer in its charter)

            NEVADA                                              87-0617371
--------------------------------                           -------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


   2319 Foothill Blvd. Suite 250, Salt Lake City, Utah              84109
  -----------------------------------------------------          -----------
        (Address of principal executive Offices)                  (Zip Code)

                    Issuer's telephone number: (801) 746-3700

    Securities registered pursuant to section 12(b)of the Exchange Act: None

Securities registered pursuant to section 12(g) of the Exchange Act:
Common, $0.001 par value

Check whether the Issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has been
subject to such filing requirements for the past 90 days. (1) Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this form 10-KSB or any
amendment to this Form 10-KSB. [X]

The issuer's revenue for its most recent fiscal year was: $10,534,000.

The aggregate market value of the issuer's voting stock held as of April 9,
2004, by non-affiliates of the issuer based on the average of the best bid and
best ask prices on that date, was approximately: $25,968,775.

As of April 9, 2004, issuer had 30,000,000 shares of its $0.001 par value common
stock outstanding.

Transitional Small Business Disclosure Format.       Yes [ ] No [X]
Documents incorporated by reference: none

<PAGE>

                                TABLE OF CONTENTS


                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS.........................................  3

ITEM 2.  DESCRIPTION OF PROPERTY......................................... 12

ITEM 3.  LEGAL PROCEEDINGS............................................... 13

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS........... 13

                                     PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS........ 13

ITEM 6.  PLAN OF OPERATIONS.............................................. 16

ITEM 7.  FINANCIAL STATEMENTS............................................ 27

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE............................. 28

ITEM 8A. CONTROLS AND PROCEDURES......................................... 28

                                    PART III

ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
         PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT ..... 28

ITEM 10. EXECUTIVE COMPENSATION.......................................... 31

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT.................................................. 32

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................. 34

                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K................................ 34

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.......................... 35

SIGNATURES............................................................... 36

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                                     PART I

Item 1.  Description of Business

Company History and Business

         EMPS Corporation (the "Company" or "EMPS") was incorporated under the
laws of the state of Nevada on July 14, 1998, for the purpose of researching and
developing commercial applications for patented technology for a high frequency
eddy current separator that may be used to separate nonmagnetic particulate
materials from other materials without chemicals, heat or water.

         On February 28, 2002, the Company entered into an Agreement and Plan of
Reorganization whereby it acquired all of the issued and outstanding shares of
Caspian Services Group Limited, ("Caspian") in exchange for 27,089,700
restricted common shares of the Company. Caspian became a wholly owned
subsidiary of the Company and the Caspian shareholders assumed the controlling
interest in EMPS. The shareholders of both companies approved the Agreement.

         Since the reorganization, the principal operation of the Company has
been providing oilfield services to the oil and gas industry in the Kazakhstan
sector of the Caspian Sea.

Recent developments

         In March 2004, the Company entered into non-binding letters of intent
to acquire interests in two Kazakh companies engaged in providing geophysical
data acquisition and interpretation services to oil and gas companies operating
in Kazakhstan and the Kazakhstan sector of the Caspian Sea - TatArka LLP and
Kazmorgeophizika CJSC.

         TatArka LLP ("TatArka") is a Kazakh limited liability partnership
providing seismic data acquisition services on land to oil and gas exploration
companies operating in the Republic of Kazakhstan. Kazmorgeophizika CJSC
("Kazmor") is a Kazakh corporation providing marine and transition zone seismic
data acquisition and processing services to oil and gas exploration companies
operating in the Caspian Sea.

         Pursuant to the terms of the letters of intent, the Company will
acquire 100% of the outstanding partnership interests of TatArka in exchange for
200,000 shares of Company common stock and a 50% controlling interest in Kazmor
in exchange for 1,000,000 shares of Company common stock. The Company is
currently negotiating terms of definitive agreements and anticipates execution
of definitive agreements for both acquisitions by no later than the end of
April.

         The acquisitions of TatArka and Kazmor will enable the Company to
provide a broader range of services to its existing clients and allow the
Company to increase its potential client base by providing reservoir imaging,

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monitoring and interpretation seismic services to oil and gas exploration
companies on land, across shallow-water transitions zones and at sea.

         In February 2004, the Company committed to the construction of its
first state-of-the-art fast crew boat. Crew boats are a rapidly growing segment
of the offshore marine services market, allowing oil and gas exploration
companies to quickly shuttle personnel and supplies to their offshore
installations. Crew boats typically maintain higher utilization rates and have
lower maintenance costs compared to supply vessels. The Company's crew boat will
be a 33-meter vessel capable of transporting up to 70 passengers and 35 tons of
cargo at speeds up to 25 knots. The crew boat will also be equipped as an
emergency response craft with a fire pump and monitor. The Company has committed
$2.5 million for the construction and mobilization of its crew boat. The Company
anticipates the vessel will be mobilized and ready to be put into service in
September 2004.

         The Company's efforts to expand the services it can provide through the
above discussed acquisitions were initiated with the intent of strengthening the
Company's position as a provider of oilfield services to the oil and gas
industry in Kazakhstan and the North Caspian Sea.

Information about Caspian Services Group Limited

         Caspian Services Group Limited was incorporated in the British Virgin
Islands on December 22, 1999, and has been primarily engaged in providing
services to the oil and gas industry in the Republic of Kazakhstan. Caspian
carries out its primary business activities from its branch located in Aktau,
Kazakhstan, and has been registered with the Ministry of Justice of the Republic
of Kazakhstan since April of 2000.

         Offshore Marine Services Industry

         Caspian's customers employ Caspian's vessels to provide services
supporting the exploration, construction, positioning and ongoing operation of
offshore oil and natural gas drilling rigs and platforms ("Offshore Marine
Services"). This industry employs various types of vessels, referred to broadly
as offshore support vessels, that are used to transport materials, supplies and
personnel. Offshore Marine Service providers are employed by companies that
engage in the offshore exploration and production of oil and natural gas and
related services. Services provided by companies in this industry are performed
in numerous locations worldwide. The Gulf of Mexico, the North Sea, offshore
Southeast Asia, offshore West Africa and offshore Brazil are each major markets.
Vessel usage is also significant in other international areas, including India,
Australia, the Persian Gulf and the Mediterranean Sea. While the Caspian Sea is
not currently considered one of the major markets for Offshore Marine Services,
it is believed to have significant petroleum reserves.

         After Russia, Kazakhstan was the second largest oil-producing republic
in the former Soviet Union at the time of its dissolution, with production of
over half a million barrels per day (bbl/d) in 1991. According to the Energy
Information Association of the United States Department of Energy, Kazakhstan
has significant petroleum reserves, with proven reserves estimated at 5.4
billion barrels of oil. In addition, the Caspian region's possible hydrocarbon

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reserves, both onshore and offshore, dwarf its proven reserves, with estimated
possible reserves--much of which is in the Kazakh sector of the Caspian Sea--of
between 30 billion and 40 billion barrels. International oil consortium
operators have estimated that the offshore Kashagan field alone may contain
recoverable reserves of 7-9 billion barrels of oil.

         The Offshore Marine Services industry is directly impacted by the level
of activity in worldwide offshore oil and natural gas exploration, development
and production, which, in turn, is impacted by trends in oil and natural gas
prices. Oil and natural gas prices are affected by a host of geopolitical and
economic forces, including the fundamental principles of supply and demand. Each
of the major geophysical offshore oil and gas production regions has unique
characteristics that influence the economics of exploration and production and
consequently the market for vessels in support of these activities. While there
is some vessel interchangeability between geographic regions, barriers such as
mobilization costs and vessel suitability restrict migration of vessels between
regions. The effect of these restrictions on vessel migration has segmented
various regions into separate markets.

         Caspian's Vessel Fleet

         Caspian currently owns a fleet of five specialized shallow draft
vessels designed for use in the shallow waters of the North Caspian Sea. Caspian
has one accommodation/work barge, the "Baskunchak." This vessel is used to
provide accommodation and food services to personnel working on offshore
production platforms, artificial islands, and rigs. The Baskunchak can house up
to 64 client personnel and 17 crewmembers. The Baskunchak also has a heli-deck.

         Caspian owns a self-propelled accommodation vessel, the "Caspian
Dinara." This vessel is used to transport and provide accommodation and food
services to personnel engaged in offshore exploration and production. The Dinara
can house up to 61 client personnel and 16 crewmembers.

         Caspian owns two shallow draft landing craft supply vessels, the
"Caspian Maria" and the "Caspian Yelena." Supply vessels serve drilling and
production facilities and support offshore construction and maintenance work.
They are differentiated from other vessels by their shallow draft, roll on-roll
off cargo handling capabilities, particularly their large capacity,
approximately 1,000 tons and versatility. These vessels are used to transport
supplies such as fuel, water, drilling fluids, equipment and provisions.

         Caspian owns one shallow draft multi-purpose supply and tugboat, the
"Caspian Eva." The Caspian Eva is suitable for a variety of applications
including towing/pushing operations, supply and survey work.

         Caspian operates a multi-purpose survey vessel, the "Coastal Bigfoot,"
which is owned by Rederij Waterweg, a Dutch shipping company. Pursuant to its
agreement with Rederij Waterweg, the Company charters the Coastal Bigfoot,
provides the crew, operates the vessel and pays Rederij Waterweg a day rate for
the vessel.

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<PAGE>

         Caspian's fleet is time chartered to customers who charter the vessels
and hire Caspian to provide all necessary staffing and support for safe and
efficient operation. Vessel operating expenses are typically Caspian's
responsibility except that the customer generally provides water, fuel,
lubricants and anti-freeze. In return for providing time-chartered services,
Caspian is paid a daily rate of hire. Caspian also provides additional support
services for the Baskunchak and the Dinara. These services include:

         o        Accommodation and food services for the customer's personnel
                  housed on the vessel;
         o        Laundry and related services to the customer's personnel; and
         o        Heli-deck operations on the Baskunchak.

         Caspian intends to expand its marine fleet to include crew boats and
additional supply, work and survey vessels and barges. As part of its strategic
plan, Caspian plans to develop a marine base in the Port of Bautino. Caspian
plans to develop an emergency response service that would react to offshore oil
spills and other emergencies on the Caspian Sea. There are no assurances,
however, that there will be sufficient demand in the market to justify expanding
Caspian's fleet or the services it can offer. Similarly, even if there is
sufficient demand, there is no guarantee that Caspian or the Company would have
sufficient funds or be able to obtain sufficient funding to finance such
expansion.

         Customers, Contract Terms and Competition

         Caspian's customers are oil and natural gas exploration and production
companies working in the Kazakh sector of the Caspian Sea. Currently a number of
Caspian's vessels are chartered to Agip Kazakhstan North Caspian Operating
Company N.V., ("Agip KCO") and its subcontractors for use in oil and gas
exploration. Agip KCO is the operator of the Kashagan and Kalamkas fields that
lie in the northeastern sector of the Caspian Sea. Agip KCO operates the fields
on behalf of a consortium of international oil companies - ConocoPhillips, Eni,
ExxonMobil, Inpex, Shell, TotalFinaElf and BG, although BG has announced its
intentions to withdraw from the project and have the other participants purchase
its interest.

         The Baskunchak and the Dinara are chartered to a Dutch multinational
dredging company contracted to construct artificial islands in support of Agip
KCO's oilfield development activities. The contract term is through the end of
the work season 2006 with options to extend the charters through the 2007 work
season. At this time, Caspian is negotiating charters for the Maria and the
Yelena, both of which are currently in dry-dock. The Company hopes to have both
vessels under charter and in service before the end of the second quarter of
2004. The Eva and the Coastal Bigfoot are currently being used by Agip KCO under
contract extensions that expire the end of June 2004. The Company is negotiating
charters for those vessels through the end of the 2004 work season that hopes to
have in place before the current extensions expire. The Company uses industry
standard time charters. The charters are not cancelable except for
unsatisfactory performance of the vessel. Substantially all of Caspian's
charters are fixed in U.S. dollars. Caspian attempts to reduce currency risk by
matching each vessel's contract revenue to the currency matching its operating
expenses.

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<PAGE>

         In addition to having most of its vessels chartered to Agip KCO or its
subcontractors, Agip KCO is also the largest purchaser of water from Caspian's
56% owned subsidiary, CJSC Bauta and Agip KCO is currently leasing all of the
rooms at the Chagala Hotel owned by Caspian's 50% subsidiary Bautino Development
Company. The loss of Agip KCO as a client would severely and adversely impact
the Company's financial condition and results of operations.

         Caspian's competition includes varying local companies to large
worldwide corporations. Competition is intense. Caspian currently has no known
local Kazakh competition, but does have to compete with many larger foreign
companies operating in the Kazakh sector of the Caspian Sea. Offsetting its
small size relative to some of its competition, Caspian believes it may have an
advantage over some larger companies because it has extensive experience
operating vessels in the Caspian Sea and conducting business within and
complying with the laws and regulations of the Republic of Kazakhstan. In
addition, Caspian has developed strong relationships with government authorities
and other local companies.

         Operating Risks and Insurance

         Caspian's operations are subject to various operating hazards and risks
including:

         o        adverse sea and weather conditions;
         o        mechanical failure;
         o        navigation errors;
         o        collision;
         o        oil and hazardous substance spills, containment and clean up;
         o        labor shortages and strikes;
         o        damage to and loss of drilling rigs and production facilities;
                  and
         o        war, sabotage and terrorism risks.

         These risks present a threat to the safety of personnel and to
Caspian's vessels, cargo, equipment in tow and other property, as well as the
environment. Caspian could be required to suspend its operations or request that
others suspend their operations as a result of these hazards. Third parties may
have significant claim against Caspian for damages due to personal injury,
death, property damage, pollution and loss of business.

         Caspian's vessels are covered by Hull and Machinery Insurance, which
insures the vessels for their estimated market value against damage or loss.
Caspian carries Protection and Indemnity Insurance, including pollution as
customary in the industry.

         The terrorist attacks on the United States on September 11, 2001, the
war and ongoing events in Iraq, the United States-led military response to
counter terrorism and the continued threat of terrorist activity and other acts
of war or hostility have created uncertainty in the insurance markets and have
significantly increased the political, economic and social instability in the
geographic area in which Caspian operates. It is possible that further acts of

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terrorism against the United States domestically or abroad could be directed
against properties and personnel of U.S.-owned companies such as Caspian. The
attacks and the resulting economic and political uncertainties, including the
potential for further terrorist acts, have caused premiums charged for insurance
coverage to increase, some dramatically. After the events of September 11, 2001,
occurred, insurance underwriters imposed higher premiums for all types of
insurance, including war risk coverage, on vessels. To date, Caspian has not
experienced any property loss as a result of political, economic or social
instability or terrorism.

         Caspian believes that its insurance coverage is adequate. Caspian has
not experienced a loss in excess of insurance policy limits; however, there is
no assurance that Caspian's liability coverage will be adequate to cover all
potential claims that may arise nor that it will be able to maintain adequate
insurance in the future at rates considered reasonable, especially with the
current level of uncertainty in the market.

         Business Risks

         Oil and Gas Prices are Highly Volatile. Commodity prices for crude oil
and natural gas are highly volatile. Prices are extremely sensitive to the
supply/demand relationship for the respective natural resources. High demand for
crude oil and natural gas and/or low inventory levels for the resources as well
as any perceptions about future supply interruptions can cause commodity prices
for crude oil and natural gas to rise, while generally, low demand for natural
resources and/or increases in crude oil and natural gas supplies cause commodity
prices for the respective natural resources to decrease.

         Factors that affect the supply of crude oil and natural gas include but
are not limited to the following: the Organization of Petroleum Exporting
Countries' ("OPEC") ability to control crude oil production levels and pricing,
as well as, the level of production by non-OPEC countries; political and
economic uncertainties; advances in exploration and development technology;
worldwide demand for natural resources; and governmental restrictions placed on
exploration and production of natural resources.

         Changes in Level of Capital Spending by our Customers. Caspian's
principal customers are oil and natural gas exploration, development and
production companies. Caspian's results of operations are highly dependent on
the level of capital spending by the energy industry. The energy industry's
level of capital spending is substantially related to the prevailing commodity
price of natural gas and crude oil. Low commodity prices have the potential to
reduce the amount of crude oil and natural gas that Caspian's customers can
produce economically. When this market dynamic occurs, it is expected that
Caspian's customers will generally reduce their capital spending budgets for
offshore drilling, exploration and development until commodity prices for
natural resources increase to levels that can support increases in production
and development and sustain growth.

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         Foreign Operations

         In recent years, the Republic of Kazakhstan has undergone substantial
political and economic change. As an emerging market, Kazakhstan does not
possess the well-developed business infrastructure that generally exists in more
mature free market economies. As a result, operations carried out in Kazakhstan
can involve significant risks that are not typically associated with developed
markets. Instability in the market reform process could subject Caspian to
unpredictable changes in the basic business infrastructure in which it currently
operates. Caspian therefore faces risks inherent in conducting business
internationally, such as:

         o        Foreign currency exchange fluctuations or imposition of
                  currency exchange controls;
         o        Legal and governmental regulatory requirements;
         o        Potential vessel seizure or nationalization of assets;
         o        Import-export quotas or other trade barriers;
         o        Difficulties in collecting accounts receivable and longer
                  collection periods;
         o        Political and economic instability;
         o        Difficulties and costs of staffing and managing international
                  operations; and
         o        Language and cultural differences.

         Any of these factors could materially adversely affect Caspian's
operations and consequently its business, operating results and financial
condition. At this time, management is unable to estimate what, if any, changes
may occur or the resulting effect of any such changes on Caspian's financial
condition or future results of operations.

         Caspian also faces a significant potential risk of unfavorable tax
treatment and currency law violations. Legislation and regulations regarding
taxation, foreign currency transactions and licensing of foreign currency loans
in the Republic of Kazakhstan continue to evolve as the central government
manages the transformation from a command to a market-oriented economy. The
legislation and regulations are not always clearly written and their
interpretation is subject to the opinions of local tax inspectors. Instances of
inconsistent opinions between local, regional and national tax authorities are
not unusual.

         The current regime of penalties and interest related to reported and
discovered violations of Kazakhstan's laws, decrees and related regulations can
be severe. Penalties include confiscation of the amounts at issue for currency
law violations, as well as fines of generally 100% of the taxes unpaid. Interest
is assessable at rates of generally 0.3% per day. As a result, penalties and
interest can result in amounts that are multiples of any unreported taxes.

         Caspian's operations and financial condition may be adversely affected
by Kazakh political developments, including the application of existing and
future legislation and tax regulations.

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         Environmental Regulations

         Caspian must comply with extensive government regulation in the form of
international conventions, federal and state laws and regulations in
jurisdictions where its vessels operate and/or are registered. These
conventions, laws and regulations govern matters of environmental protection,
worker health and safety, and the manning, construction and operation of
vessels. Moreover, the International Maritime Organization recently made the
regulations of the International Safety Management ("ISM") Code mandatory. The
ISM Code provides an international standard for the safe management and
operation of ships, pollution prevention and certain crew and vessel
certifications. The risks of incurring substantial compliance costs, liabilities
and penalties for non-compliance are inherent in offshore maritime operations.
Compliance with environmental, health and safety laws and regulations increases
our cost of doing business. Additionally, environmental, health and safety laws
change frequently. Therefore, Caspian may be unable to predict the future costs
or other future impact of environmental, health and safety laws on its
operations. There is no assurance that Caspian can avoid significant costs,
liabilities and penalties imposed as a result of environmental regulation in the
future.

         Caspian Subsidiaries

         Caspian is a partner in two joint ventures located in the Port of
Bautino on the Caspian Sea. The Port of Bautino is the northernmost bay in the
Caspian Sea that does not freeze during the winter months, and a primary marine
base for oil and gas companies conducting exploration and drilling operations in
the Kazakh sector of the North Caspian Sea.

                  CJSC Bauta

         Caspian is a joint venture partner, through its subsidiary CJSC Bauta,
("Bauta") in a water desalinization plant that purifies and markets drinking
water in bulk and in bottles. The Bauta facility produced approximately 59,211
metric tons of water in 2003, which is approximately 30% of its production
capacity. Approximately 96% of water produced by Bauta was sold in bulk.
Fifty-seven percent of bulk water sales were to Agip KCO. Bauta also provides
bulk water to the local community at cost under its infrastructure agreement and
provides water to oilfield camps in the region. Bauta also bottles and sells
water in five liter, one-and-a-half liter and one liter bottles. Bauta is
currently producing approximately 10,000 five liter bottles, 3,000
one-and-a-half liter and 1,000 one liter bottles per week. The bottled water is
primarily sold to the surrounding oil field camps and in retail locations in
Aktau. Bauta also provides the fresh water for the hotel owned by Caspian's
other joint venture company.

         To meet increased demand for water from Agip KCO, Bauta is constructing
a second water storage tank. The new tank will have a capacity of 2,000 cubic
meters. Agip KCO has agreed to advance most of the cost of construction to
Bauta, for which, Bauta will repay Agip KCO through the sale of water to Agip
KCO at reduced rates.

         Bauta was incorporated on February 27, 1998. Caspian owns a 56%
interest in Bauta.

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                  Bautino Development Company LLP

         Caspian is also a joint venture partner with the Chagala Hotel Group,
in a development company, Bautino Development Company LLP, ("Bautino"). Bautino
has constructed and is operating the 48-room seaside Chagala Hotel. The entire
hotel is currently leased to Agip KCO under a three-year lease agreement that
expires in March 2006. The lease agreement may be terminated by Agip KCO at any
time upon six months written notice.

         Construction of Phase II of the Chagala Hotel has commenced. Phase II
is expected to double the capacity of the hotel from 48 to 96 rooms. The Company
has committed to loan Bautino for the construction of Phase II. Construction of
Phase II is expected to be complete by September 2004.

         Bautino was established under the laws of Kazakhstan on June 22, 2000.
Caspian acquired its 50% interest in Bautino in April 2001.

                  EMPS Research Corporation

         On January 30, 2001, the Company incorporated EMPS Research Corporation
("Research") under the laws of the state of Utah, for the purpose of researching
and developing commercial applications for patented technology for a high
frequency eddy current separator that may be used to separate nonmagnetic
particulate materials from other materials without chemicals, heat or water.

         With the change in its primary business focus to provide oilfield
services, management of the Company and Research determined it to be in the best
interest of both entities for the Company to spin-off the Research shares it
owned to the Company's shareholders. Accordingly, on May 22, 2003, the Company's
board of directors recommended undertaking a spin-off distribution to Company
shareholders of the 3,000,000 common shares of Research it held. The spin-off
distribution was made in conformity with and in reliance upon Staff Legal
Bulletin 4 issued by the Securities and Exchange Commission on September 16,
1997.

         On May 23, 2003, the Company's majority shareholders approved the
spin-off distribution. The spin-off distribution was completed on August 6,
2003, with the Company distributing the 3,000,000 shares of Research common
stock it held to the Company's shareholders pro-rata on a one share for ten
basis. The Company's shareholders paid no consideration for the Research common
shares they received.

Employees

         The Company and its subsidiaries currently employ a total of
approximately 200 full time employees. Caspian and its subsidiaries hire their
employees under local labor contracts complying with the governing law of the
Republic of Kazakhstan. Typically, these employment contracts are renewable for
one-year terms. Caspian believes it has satisfactory relations with its

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employees. To date, neither the operations of Caspian, nor its subsidiaries,
have been interrupted by strikes or work stoppages.

Research and Development

         The research and development activities of the Company that were
undertaken during the year were undertaken by EMPS Research Corporation, which
is no longer a subsidiary of the Company.

Reports to Security Holders

         The Company's internet website can be found at www.empscorp.com. The
Company makes available, free of charge, through its website its annual reports
on Form 10-KSB, quarterly reports on Form 10-QSB and current reports of Form 8-K
and any amendments to those reports as soon as reasonably practicable after such
information is filed with the Securities and Exchange Commission ("SEC"). The
reference to this website address does not constitute incorporation by reference
of the information contained on the website and should not be construed as part
of this report.

         Additionally, the public may read and copy any materials filed by the
Company with the SEC at the SEC's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. The public may obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company
is an electronic filer and the SEC maintains an Internet site that will contain
reports and other information regarding the Company that may be viewed at
http://www.sec.gov.

Item 2.  Description of Property

         Property & Facilities

         The Company maintains offices in Salt Lake City, Utah, and in Almaty
and Aktau, Kazakhstan. The Company's executive offices are located at 2319
Foothill Boulevard, Suite 250, Salt Lake City, Utah 84109. The Company's lease
on this space expires December 31, 2005. The Company's offices in Almaty and
Aktau, Kazakhstan are leased on a month-to-month basis. The Company pays
approximately $11,550 per month for these offices.

         The Company also leases three apartments in Aktau and one in Almaty.
All of the apartments are leased on a month-to-month basis. The Company pays
$2,005 per month for these four apartments.

         The Company, through Bauta, owns the water desalinization plant. The
Bauta facility, located in Bautino, Kazakhstan consists of production and
administrative buildings, two 500 meter capacity desalinization units,
filtration systems, a bulk storage tank, production lines, packaging equipment
and warehouse space.

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Item 3.  Legal Proceedings.

         To the knowledge of management, there is no material litigation or
governmental agency proceeding pending or threatened against the Company or its
management. Further, the Company is not aware of any material pending or
threatened litigation or governmental agency proceeding to which the Company or
any of its directors, officers or affiliates is or would be a party.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted to a vote of security holders during the
quarter ended December 31, 2003.

                                     PART II

Item 5.  Market Price of and Dividends on Registrants Common Equity and
         Other Shareholder Matters.

         The Company's shares are currently traded on the Over-the-Counter
Bulletin Board ("OTCBB") under the symbol EPSC. As of April 9, 2004, the Company
had approximately 76 shareholders holding 30,000,000 common shares. Of the
issued and outstanding common stock, approximately 4,350,300 are free trading,
the balance are "restricted securities" as that term is defined in Rule 144
promulgated by the Securities and Exchange Commission.

         The published bid and ask quotations from January 1, 2002 through
December 31, 2003, are included in the chart below. These quotations represent
prices between dealers and do not include retail markup, markdown or
commissions. In addition, these quotations do not represent actual transactions.

                                              Bid                   Ask
                                         High     Low          High     Low
                                         ----     ---          ----     ---
2003
----
Jan. 1 thru Mar. 31                     $3.50    $0.30        $4.00    $0.60
Apr. 1 thru June 30                      5.00     2.25         5.50     3.25
July 1 thru Sep. 30                      2.25     0.15         5.00     3.10
Oct. 1 thru Dec. 31                      3.00     1.25         4.00     3.00

2002
----
Jan. 1 thru Mar. 31                     $1.50    $0.40        $2.00    $1.00
Apr. 1 thru June 30                      0.67     0.55         1.25     1.25
July 1 thru Sep. 30                      1.70     0.67         2.00     1.25
Oct. 1 thru Dec. 31                      1.30     0.25         2.00     1.00

                                       13
<PAGE>

         The above information was obtained from the Over-the-Counter Bulletin
Board, NASDAQ Data Products, Historical Data Service.

         Currently, none of the Company's common shares are subject to
outstanding options or warrants to purchase, or securities convertible into,
common equity of the Company. The Company has no agreements to register shares
on behalf of shareholders currently holding unregistered securities. The Company
has not paid, nor declared, any dividends since its inception and does not
intend to declare any such dividends in the foreseeable future. The Company's
ability to pay dividends is subject to limitations imposed by Nevada law. Under
Nevada law, dividends may be paid to the extent that the corporation's assets
exceed it liabilities and it is able to pay its debts as they become due in the
usual course of business.

Recent Sales of Unregistered Securities.

         The Company sold no securities during the quarter ended December 31,
2003.

Description of Common Stock.

         The Company's authorized capital stock consists of 150,000,000 shares
of common stock with a $0.001 par value. As of the date of this annual report,
the Company has 30,000,000 shares of common stock outstanding, all of which is
validly issued, fully paid and nonassessable.

         Holders of the Company's common stock are entitled to receive dividends
if and when declared by the Board of Directors out of funds legally available
therefore. Any such dividends may be paid in cash, property or shares of the
Company's common stock. All dividends are subject to the discretion of the Board
of Directors, and will depend upon, among other things, the Company's operating
and financial conditions, its capital requirements and its general business
conditions. Therefore, there can be no assurance that any additional dividends
on the Company's common stock will be paid in the future.

         All shares of the Company's common stock have equal voting rights and,
when validly issued and outstanding, have one vote per share on all matters to
be voted upon by the shareholders. Cumulative voting in the election of
directors is not allowed, and a quorum for shareholder meetings shall result
from a majority of the issued and outstanding shares present in person or by
proxy. Accordingly, the holders of a majority of the shares of common stock
present, in person or by proxy at any legally convened shareholders' meeting at
which the Board of Directors is to be elected, will be able to elect all
directors and the minority shareholders will not be able to elect a
representative to the Board of Directors.

         There are no pre-emptive or conversion rights, no redemption or sinking
fund provisions, and shares are not liable for further call or assessment. Each
share is entitled to share pro rata any assets available for distribution to
holders of its equity securities upon liquidation.

                                       14
<PAGE>

Description of Stock Options.
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
Plan category             Number of securities        Weighted-average            Number of securities
                          to be issued  upon          exercise price of           remaining available for future
                          exercise of                 outstanding                 issuance under equity
                          outstanding options,        options, warrants           compensation plans
                          warrants and rights         and rights                  (excluding securities reflected
                                                                                    in columns (a))
                                   (a)                      (b)                           (c)
------------------------------------------------------------------------------------------------------------------
<S>                                <C>                      <C>                       <C>
Equity compensation
plans approved by
security holders                   -0-                      -0-                        1,000,000
------------------------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by
security holders                   -0-                      -0-                           -0-
------------------------------------------------------------------------------------------------------------------
Total                              -0-                      -0-                        1,000,000
------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Board of Directors adopted and the Company's shareholders approved
the EMPS Corporation 2002 Stock Option Plan (the "Plan") allowing it to offer
key employees, officers, directors, consultants and advisors, an opportunity to
acquire a proprietary interest in the Company. The various types of incentive
awards which may be provided under the Stock Option Plan will enable the Company
to respond to changes in compensation practices, tax laws, accounting
regulations and the size and diversity of its business. The Company has not
granted any options pursuant to the Plan as of the date of this report. The
total number of shares reserved and available for distribution under the Plan is
1,000,000. These shares would underlie options and other awards issued by the
Company pursuant to the Plan. Option holders will not be protected against
dilution if the Company issues additional shares in the future. Neither the
options, nor the shares underlying the option have preemptive rights.

         In the case of any reclassification, change, consolidation, merger,
sale or conveyance of our shares to another corporation, the Company will make
adequate provision whereby the registered holder of any outstanding option will
have the right thereafter to receive an exercise of the options immediately
prior to the reclassification, change, consolidation, merger, sale or conveyance
of the Company shares.

         Other provisions of the options are set forth below. This information
is subject to the provisions of the Plan and the Stock Option Certificates
representing the options. The following information is a summary of the EMPS
Corporation 2002 Stock Option Plan and is qualified by reference to the plan.

                                       15
<PAGE>

         1. The shares underlying the Options offered pursuant to the Plan are
subject to the same rights and restrictions as other shares.

         2. Once an option is granted, it may not be called by the Company.

         3. The options may not be sold prior to six months from the date of the
grant of the related award without our prior approval.

         4. Unless exercised within the time provided for exercise, the options
will automatically expire.

         5. The exercise price per share purchasable under a stock option shall
be determined by the Committee at the time of grant and may not be less than
100% of Fair Market Value of the shares, provided however, that the exercise
price of an Incentive Stock Option granted to a 10% Stockholder shall not be
less than 110% of the Fair Market Value of the shares.

         6. There is no minimum number of shares that must be purchased upon
exercise of the option.

         7. The option holders, in certain instances, are protected against
dilution of their interest represented by the underlying shares upon the
occurrence of stock dividends, stock splits, reclassifications and mergers.

Transfer Agent.

         The Company's transfer agent and registrar is Interwest Transfer
Company, Inc., 1981 East 4800 South, Suite 100, Salt Lake City, Utah 84117,
Telephone (801) 272-9294.

Item 6.  Management's Discussion and Analysis or Plan of Operations

         All dollar amounts stated in this Item 6 are presented in thousands,
unless stated otherwise.

2003 Summary

         The Company enjoyed strong growth in its Vessel Operations segment with
revenues doubling in 2003 to $10,000 as a result of the introduction of three
new vessels in 2003, the three new vessels, the "Caspian Eva" a powerful shallow
draft tug boat, the "Caspian Dinara" a self propelled accommodation vessel and
the "Coastal Bigfoot" a survey vessel operated in association with a third party
owner. The Company's vessels were 100% utilized during the 2003 work season. All
vessels operated with zero maintenance down-time.

         Phase I of the Company's joint venture seaside hotel was completed in
2003. The hotel has enjoyed 100% occupancy since August, with Agip KCO
committing to all 48 rooms for a 3 year term. Phase II construction commenced in

                                       16
<PAGE>

February and is scheduled for completion by September 2004. At this time
construction appears to be on schedule. The Company anticipates Phase II, also
48 rooms, will enjoy similar occupancy rates.

         The Company's water desalinization plant underperformed in 2003.
Although sales were significantly higher than in 2002, expenses likewise
increased significantly, mainly due to increased transportation costs.

         Looking forward to 2004, the Company plans to expand the fleet further
with the introduction of a new fast crew boat that is currently under
construction and scheduled for delivery in September. Continued emphasis will be
placed on developing oilfield infrastructure projects in and around the
Kazakhstan port of Bautino. The Company, through the proposed acquisition of two
Kazakh companies, intends to be able to offer both onshore and offshore seismic
survey services to oil and gas companies.

         In 2003, the Company operated three business segments: Vessel
Operations, Water Desalinization and Corporate Administration. The following
discussion and analysis of results of operations should be read in conjunction
with the Consolidated Financial Statements.

(Stated in thousands)
--------------------------------------------------------------------------------
                                       2003              2002         % Change

VESSEL OPERATIONS
Operating Revenue                     $9,701            $4,969            95%
Pretax Segment Income(1)              $1,961            $  927           112%

WATER DESALINIZATION
Operating Revenue                     $  833            $  566            47%
Pretax Segment loss(1)                $ (327)           $ (175)           87%

CORPORATE ADMINISTRATION
Operating Revenue                     $   -0-           $   -0-           -0-%
Pretax Segment loss(1)                $ (370)           $ (106)          249%

Vessel Operations

         The Vessel Operations of the Company are directly related to the level
of oil exploration in the Kazakh sector of the Caspian Sea. If world demand for
oil or oil prices drop, exploration in this region may become economically
unfeasible. Should the amount of exploration in this region decline, we would
expect demand for our vessels to decline.

         World oil demand surged in 2003 due to strong economic growth in North
America and China. The increase in demand from these areas accounted for almost
two thirds of overall world oil demand growth. The rise in world oil production
more than matched demand growth. Non-OPEC oil production accounted for one third
of the increase, due to expanding production in the states of the former Soviet
Union ("CIS"). OPEC output increased despite supply disruptions in Venezuela and
----------------------------
(1) Pretax segment income represents income before taxes and minority interest.

                                       17
<PAGE>

Nigeria and the loss of Iraqi production during and after the war. Oil prices
remained high throughout the year, with an average Western Texas Intermediate
(WTI) oil price almost 20% higher than 2002.

         In 2004, the rate of global oil demand growth is expected to be similar
to 2003, with oil demand projected to grow strongly in developing countries and
diminish in countries belonging to the Organization for Economic Co-operation
and Development ("OECD"). Non-OPEC oil production is forecast to grow at roughly
similar levels to 2003 although there is more uncertainty over the level of
supply in the CIS and the US. OPEC production is likely to be adjusted to
maintain the price of the OPEC basket of crude in the stated target price range
of $22 to $28 per barrel.

         2003 Vessel Revenue

         Fleet size, utilization and vessel day rates primarily determine the
amount of revenues and operating profit the Company may realize because
operating costs and depreciation do not change proportionally when revenue
changes. Operating costs primarily consist of crew and payroll, repair and
maintenance, insurance, fuel, lube oil and supply costs. Fleet size and
utilization are the major factors that affect crew and payroll costs. The timing
and amount of repair and maintenance costs are influenced by customer demands,
vessel age and scheduled dry-dockings to satisfy safety and inspection
requirements mandated by regulatory agencies. Whenever possible, vessel
dry-dockings are done during the off season to minimize any impact on vessel
operations.

         Vessel utilization is determined primarily by demand created by the
level of offshore exploration, development and production spending by energy
companies relative to the supply of offshore service vessels and to a lesser
extent by dry-docking requirements. Vessel day rates are influenced by demand
for vessels at the time the charter is negotiated. Suitability of equipment and
the degree of service provided also influence vessel day rates.

         Revenue of $9,701 increased 95% in 2003 versus 2002 and pretax
operating income of $1,961 increased by 112% as compared to 2002. These
increases were primarily the result of the increase in the size of the Company's
vessel fleet. During 2002, the Company had one accommodation vessel and two
supply vessels. By comparison, the Company increased to two accommodation
vessels, two supply vessels and one multi-purpose supply and tug boat and one
multi-purpose survey vessel under charter for all or part of the twelve months
ended December 31, 2003. Vessel revenues are affected by utilization and day
rates. While utilization increased, by virtue of the Company having more vessels
in its fleet, average day rates remained flat from 2002 to 2003. The Company is
currently negotiating charter terms for its two supply vessels. Similarly, the
Company's multi-purpose supply and tugboat and its multi-purpose survey vessel

                                       18
<PAGE>

are currently operating under contract extensions that expire June 30, 2004. The
Company is also negotiating longer-term charters on these vessels. While the
Company is confident all of its vessels will be chartered for all or most of the
2004 work season, the Company has received no firm commitments from any parties.
Based on negotiations, assuming the Company is able to charter all of its
vessels for the 2004 work season, the Company does not expect average day rates
to change significantly in 2004. If the Company is unable to charter some or all
of its currently unchartered vessels during the 2004 work season, vessel
revenues will be adversely affected.

         The Company has been delayed in negotiating longer-term charters on
some of its vessels due to continuing negotiations between the Kazakhstan
government and Company clients in connection with their oil and gas exploration
activities. With the recent conclusion of those negotiations and the release by
the government of other offshore blocks for exploration, the Company expects the
scope of exploration and development work in the region to greatly increase in
2005. The Company anticipates this increase in work will enhance the Company's
ability to negotiate favorable vessel charters.

         Vessel operating costs of $5,119 increased 142% in 2003 versus 2002,
outpacing the increase in vessel revenue by nearly 50%. The significant increase
in vessel operating costs is attributable to various factors. The vessels
introduced into the fleet in 2003 were more competitively priced than in 2002 to
ensure that all vessels in the fleet were fully utilized. Almost 30% of vessel
operating costs in 2003, were attributable to the Coastal Bigfoot. While the
cost of operating the Coastal Bigfoot is higher to the Company than the cost of
operating its own vessels, the Company has been willing to operate the Coastal
Bigfoot at a reduced profit margin to gain access to Rederij Waterweg's large
fleet of shallow draft vessels which will allow the Company to meet future
demand for vessels without incurring the significant expense of purchasing
additional vessels. Also, the Company anticipates that as it successfully
charters Rederij Waterweg vessels, it will be able negotiate lower day rates
with Rederij Waterweg. For 2004, the Company has negotiated an 11% decrease in
the rate per day it will pay for the Coastal Bigfoot.

         2002 Vessel Revenue

         Revenue of $4,969 increased 55% in 2002 versus 2001 and pretax
operating income of $927 increased by 127% as compared to 2001. These increases
were primarily the result of increases in the size of the Company's fleet. The
Baskunchak, the Company's accommodation barge was in service during the full
year ended December 31, 2001. The Caspian Yelena, however, was not placed into
service until September 19, 2001, and the Caspian Maria was not placed into
service until May 2002. Vessel revenues are affected by utilization and day
rates. While utilization increased, by virtue of the Company having more vessels
in its fleet, average day rates remained flat from 2002 to 2001.

         Vessel operating costs of $2,116 increased 42% in 2002 as compared to
2001. The increase in vessel operating costs during the twelve months ended
December 31, 2002, compared to the same period 2001, was primarily to the
addition of the Caspian Yelena and Caspian Maria to the Company's fleet.

                                       19
<PAGE>

Water Desalinization

         Product sales are from the sale of bottled and bulk water from the
Company's desalinization plant. The Company sells bottled water primarily to
oilfield camps in the Bautino area and through retail establishments in Aktau.
The Company primarily provides non-bottled water to the Bautino community, to
the local Agip KCO base, other oilfield camps in the region and to the Chagala
Hotel.

         2003 Water Desalinization Revenue

         Revenue from product sales in 2003 was $833, a 47% increase over 2002
sales. Increases in revenue were primarily the result of increased demand for
bulk water by Agip KCO and other local companies. While revenue increased, the
Company incurred a pretax operating loss of $327, an 87% increase over 2002. A
significant contributing factor to the increase in loss is transportation costs.
In the past, Bauta has delivered water purchased without charging the purchaser.
As demand for water outside the town of Bautino has increased, the corresponding
cost of transportation has significantly increased. Therefore, with the
exception of local deliveries, subsequent to year end, Bauta now charges
customers for the cost of transportation.

         Cost of product sold increased by $92 or 28% in the year ended December
31, 2003, compared to the same period ended December 31, 2002. This increase was
primarily due to increases in labor and material costs resulting from the
increased production.

         2002 Water Desalinization Revenue

         Revenue from product sales in 2002 was $566, an 88% increase over 2001
sales. Similarly, the Company realized a pretax operating loss of $175 a
decrease of 32% compared to 2001. The increase in revenue and decrease in pretax
operating loss were primarily the result of increased demand for water and
increased water production.

         Cost of product sold increased by $124 or 95% in the year ended
December 31, 2002, compared to the same period ended December 31, 2001. This
increase was primarily due to the introduction of the bottling plant at the end
of 2001, which significantly increased the personnel and material costs of the
plant. Prior to the introduction of the bottling plant, the Company sold water
only in bulk.

Corporate Administration

         The Corporate Administration segment of the Company's business refers
primarily to the administration of Company affairs in the United States. This
segment generates no revenue for the Company. In the year ended December 31,
2003, Corporate Administration generated expenses of $370, a 249% increase over
the expenses generated in 2002. The increased operating cost was partially the
result of increased administration arising primarily from increases in staffing,
professional fees, such as accounting and legal fees, and travel expenses in
2003 compared to 2002. The increase is also attributable to the fact that the
Company did not operate its Corporate Administration as a segment prior to July
2002, when Caspian Services Group Limited completed its reverse merger
acquisition of EMPS Corporation. Corporate Administration generated expenses of
$106 in 2002, with no such expenses in the corresponding period of 2001, as
outlined above.

                                       20
<PAGE>

Consolidated Results

         Income Taxes

         The provision for income tax in 2003 was $1,599, a 255% increase over
2002. This significant increase is the result of a number of factors, some of
which the Company does not anticipate to occur in future years. Included in the
2003 tax expense is approximately $339 of additional assessment for 2002 as a
result of previously deducted items being reassessed as non-deductible
subsequent to year end 2003 during an audit by a local independent statutory
audit firm. In connection with the additional assessment, the Company was also
assessed $22 in late payment penalties.

         While the effective corporate income tax rate for branch offices in
Kazakhstan in 40%, in 2003, the taxing authority reduced or disallowed
deductions for certain key expenses such as: $436 in offshore salaries; $563 in
interest on loans, $291 in crew feeding and miscellaneous travel costs and $370
in general and administrative costs resulting from expenses incurred outside of
Kazakhstan, significantly increasing the effective tax rate incurred by the
Company in 2003. While certain expenses such as interest on loans and business
expenses incurred in the Company's Corporate Administration segment will not be
deductible in the future, the Company believes it can reduce its tax burden
through more effective tax planning. The Company has already implemented certain
changes to try and reduce its income tax burden in future years.

         The Company believes with the changes it intends and has already
implemented, it will be able to reduce its future income tax burden to a level
more consistent with the 40% effective corporate income tax rate for branch
offices.

         General and Administrative Expense

         General and administrative expenses increased by $985 or 95% to $2,021
for the year ended 2003 compared to the same period 2002. The primary
contributing factor to the increase in general and administrative expenses in
2003 was increased personnel and related costs. The increase in the Company's
fleet during the year necessitated Caspian hiring additional senior fleet
personnel to oversee the operations of the new vessels. Moreover, in 2002, a
number of the Company's senior fleet personnel were in Kazakhstan on temporary
assignment. During 2003 many of these individuals were permanently assigned to
Kazakhstan and became residents for tax purposes significantly increasing the
Company's payroll tax burden. With the increase in operations, the Company also
hired additional accounting and administrative staff in its Almaty and Aktau
offices. Otherwise, the Company believes that increases in non-personnel related
general and administrative costs in 2003 where consistent with the increase in
the Company's revenue.

         In 2002, general and administrative expenses increased $103 or 11% for
twelve months ended December 31, 2002, up from $933 for the same period 2001.
General and administrative expenses increased in 2002, due to increases in
taxes, personnel costs, travel, professional fees, and other expenses related to
the expansion of the Company's operations.

         Interest Expense

         Interest expense increased $197 to $979 during the twelve months ended
December 31, 2003, compared to the same period 2002. The increase in interest
expense was primarily due to the Company refinancing certain debt obligations in
2003 with an interest rate increase from 11% to 16%. As a result of the
refinance, the principal amount owed by the Company increased from $5,186 to
$5,553 after including accrued interest in the refinanced principal. Of this
amount, $1,286 was outstanding for only four months during the year ending
December 31, 2002 but for the full year ending December 31, 2003. Additionally,
certain related party loans began accruing interest in 2003.

                                       21
<PAGE>

         In 2002, interest expense increased $348 to $782 during the twelve
months ended December 31, 2002, compared to the comparable period 2001. The
increase was primarily the result of increases in average debt balances as a
result of the Company acquiring additional vessels and equipment.

         Net Income

(Stated in thousands except earnings per share)

                           Income (loss) from
                           continuing operations     Earnings (loss) per share
                           ---------------------     -------------------------
         2003                      $ (192)                    $(0.01)
         2002                      $  248                     $ 0.01

         In 2003, Vessel Operations segment pre-tax net income increased $1,334
or 112% to $1,961 as revenues increased 95%, in comparison to the same period
2002, reflecting the increase in our vessel fleet from three vessels in 2002 to
six vessels in 2003. In 2003, Water Desalinization segment net loss increased
$62 or 51% to $184 as revenues increased 47% compared to 2002, as a result of
significantly increased transportation costs. Corporate Administration segment
net loss increased $264 or 149% to $370 compared to 2002, which primarily
reflects increases in salary, accounting and legal fees and travel expenses.

         In 2002, Vessel Operations segment pre-tax net income increased $519 or
127% to $927 as revenues increased 55%, in comparison to the same period 2001.
These increases were primarily the result of the Company having more vessels in
operation in 2002 than in 2001. In 2002, Water Desalinization segment net loss
decreased $136 or 53% to $122 as revenues increased 88% compared to 2001. The
decrease in net loss in 2002 is primarily the result of increased revenue, as
prices charged for water remained relatively unchanged. Corporate Administration
segment net loss of $106 in 2002 increased from $0 in 2001. The Company
undertook operations in the Corporate Administration segment as a result of the
reverse merger acquisition of EMPS Corporation by Caspian Services Group Limited
in July 2002. Prior to 2002, the Company had no operations in the Corporate
Administration Segment

                                       22
<PAGE>

Cash Flow

         Typically, the Company realizes minimal cash flow from vessel
operations during its first fiscal quarter. Due to weather conditions in the
North Caspian Sea where the Company's vessels operate, exploration and
production activities do not begin until late March or early April. The work
season for the Company's vessels typically extends into late October or early
November, again depending upon weather conditions. Therefore, the Company
realizes significant revenues from vessel operations during its second and third
quarters, with decreasing revenues in the fourth quarter.

         In 2003, cash provided by operations was $1,746 as depreciation and
amortization and prepaid expenses and other current assets were only partially
offset by net loss, increases in minority interest, accounts payable and accrued
expenses and income taxes payable and decreases in trade accounts receivable due
to higher revenue. Cash used in investing activities was $1,259 and included
issuance of related party notes receivables of $919, repayment received on
related party notes receivable of $500, payment of deferred dry-docking costs of
$242 and the purchase of vessels and equipment of $598. Cash used in financing
activities was $220 with principal payments on notes payable of $998 and
principal payments on debt to related parties of $382 offset by proceeds from
the issuance of debt of $645 and proceeds from issuance of debt to related
parties of $534.

Summary of Material Contractual Commitments
<TABLE>
<CAPTION>
(Stated in thousands)
-----------------------------------------------------------------------------------------------------
                                                                   Payment Period
                                                -----------------------------------------------------
Contractual Commitments                          Less than                                   After
                                      Total         1 year   2-3 years      4-5 years      5 years
<S>                                   <C>           <C>         <C>           <C>            <C>
Long-Term Debt(2)                     $5,200        $5,200      $  -          $  -           $  -
Notes Payable - Related Parties(3)       842           842         -             -              -
Operating Leases                          83            72        11             -              -
Hotel Development Loan                 1,100         1,100         -             -              -
Vessel Purchases                       1,800         1,800         -             -              -
Bauta Water Storage(4)                   170           170         -             -              -
</TABLE>
-----------------------------

(2) The Company is currently seeking to refinance this obligation. There can be
    no assurance, however, that the Company will be able to so, or that it will
    be able to negotiate interest rates and repayment terms that are acceptable.
(3) The Company is currently seeking to extend the repayment terms of these
    notes. There can be no assurance that the Company will be successful in
    negotiating extended repayment terms.
(4) The Company is building a second water storage tank at its desalinization
    plant to accommodate increased demand for water. Agip KCO has agreed to
    advance the Company $140 for the construction of the storage tank. The
    Company has agreed to repay the advance through the sell of water to Agip
    KCO at reduced rates.

                                       23
<PAGE>

Financing

         During February 2002, Caspian entered into a note payable agreement
with a bank to refinance $3,333. The proceeds were used to restructure related
party notes payable collateralized by the Maria and Yelena. During February
2003, Caspian refinanced the note payable in the amount of $3,333 plus accrued
interest of $367 for a total amount of $3,700 and extended the due date to
August 2004. On September 2, 2003 the Company borrowed $600 through the existing
credit line agreement, $100 of which was used for operations, and $500 of which
was advanced to BMB Holding, Inc., a related party, for a short-term note
receivable. The Company and the bank have payment terms for these notes with an
interest rate of 16 percent and requiring monthly interest payments and periodic
principal payments through August 2004, culminating with a balloon payment of
$4,150 due on August 15, 2004.

         During August 2003, Bauta obtained a short-term $45 bank loan to
purchase packaging equipment. The loan carried a 21% annual interest rate and
was paid in full during November 2003.

         During August 2002, the Company entered into a note payable agreement
with a financing company for the purchase of the Caspian Eva. The Company
borrowed $1,286. Interest accrued at 16% per annum and quarterly payments of
$322 began in March 2003. This note was involved in the restructuring completed
in 2003.

         The Company has borrowed money from shareholders or from companies
beneficially owned by shareholders for working capital. At December 31, 2003,
all of the loans were due on demand, with interest as 10% per annum.

         During 2003, shareholders and employees advanced the Company $97, for
which the Company repaid $87 and offset $10 against a receivable from a
shareholder.

         Prior to 2003, the Company borrowed amounts from a shareholder and from
certain companies related through common management for the purchase of
equipment and for working capital. In December 2002, $1,502 of this debt was
forgiven including $100 in 2002 advances. Because the debt holders were related
parties, the amount was recorded as additional paid-in capital with no
additional shares issued.

         Notes payable to related parties consisted of the following at December
31, 2003:

                                       24
<PAGE>

(Stated in thousands)                                                 2003
--------------------------------------------------------------------------------

Note payable to a company related through common management
  bearing interest at 0%; no set payments required; due on
  demand; unsecured. $1,428 of these debts were forgiven in
  December 2002                                                        $250

Notes payable to a stockholder bearing interest at 0% until
  January 1, 2003, at which time the notes bear interest at
  10%; no set payments required; due upon demand; unsecured;
  during 2002, $100 was borrowed from this shareholder, and
  in December 2002 $74 was forgiven                                    $592
--------------------------------------------------------------------------------

Total Notes Payable to Related Parties                                 $842
--------------------------------------------------------------------------------

         Subsequent to year-end 2003, in April 2004, the Company borrowed $2,435
under terms of a note payable agreement with certain shareholders of the
Company. The proceeds will be used to pay tax liabilities and to purchase the
crew boat. The note bears interest at 9% and is due October 2004.

Business Divestures

         During 2003, the Company divested itself of its 91% owned subsidiary
EMPS Research Corporation through a spin-off distribution to the Company's
shareholders. As the net liabilities of EMPS Research were greater than the net
assets, the spin-off was accounted for as the assumption of net liabilities and
a $6 capital contribution by the Company's shareholders.

New Accounting Standards

         In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatorily redeemable financial
instruments of nonpublic entities. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for financial
instruments created before the issuance date of the Statement and still existing
at the beginning of the interim period of adoption. Restatement is not
permitted. There was no impact on the Company's financial position or results of
operations as a result of adopting SFAS No. 150.

Critical Accounting Policies and Estimates

         The Company's discussion and analysis of its financial condition and
results of operations is based upon its Consolidated Financial Statements, which
have been prepared in accordance with accounting principles generally accepted
in the United States of America. The preparation of these financial statements
requires the Company to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses.

                                       25
<PAGE>

         On an on-going basis, we evaluate the Company estimates, including
those related to inventory, estimated useful lives and recoverability of
long-lived assets, income tax provision and deferred taxes. The Company bases
its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.

         The Company believes the critical accounting policies described below
affect its more significant judgments and estimates used in the preparation of
its Consolidated Financial Statements.

         The Company writes down its inventory for estimated obsolescence equal
to the difference between the cost of inventory and the estimated market value
based upon assumptions about future demand and market conditions. If actual
market conditions are less favorable than those projected by management,
additional inventory write-downs may be required.

         The Company assesses the useful lives of vessels and significant
equipment and property upon acquisition and base that assessment upon its own
experience and the valuation of experts may engage for that purpose. Maritime
regulations require dry-docking every five years with significant costs
associated. Cost-effectiveness of repeated dry-docking is a significant factor
in the determination of the useful life of any individual vessel.

         The Company assesses the impairment of long-lived assets at least
annually, or whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Factors considered important, which could
trigger an impairment review, include the following:

         o        Significant underperformance relative to expected historical
                  or projected future operating results;

         o        Significant changes in the manner of the Company's use of the
                  acquired assets or the strategy for its overall business;

         o        Significant negative industry or economic trends;

         When the Company determines that the carrying value of its long-lived
assets may not be recoverable based upon the existence of one or more of the
above indicators of impairment, any impairment is measured based on projected
net cash flows expected to result from that asset, including eventual
disposition.

         EMPS had deferred tax assets of $966 at December 31, 2003, which
included $519 net operating loss and $477 in differences between tax and book
basis of receivables and property, for which there is a valuation allowance. In
assessing the need for valuation allowances, the Company considers the probable
likelihood of future taxable income and available tax planning strategies.

                                       26
<PAGE>

Effects of Inflation

         Day-to-day operating costs are generally affected by inflation.
However, because the energy services industry requires specialized goods and
services, general economic inflationary trends may not affect the Company's
operating costs. The major impact on operating costs is the level of offshore
exploration, development and production spending by energy exploration and
production companies. As spending increases, prices of goods and services used
by the energy industry and the energy services industry will increase. Future
increases in vessel day rates may shield the Company from the inflationary
effects on operating costs.

Forward Looking Statements

         In accordance with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, the Company notes that certain statements in this
report, which provide other than historical information and which are forward
looking, involve risks and uncertainties that may impact the Company's actual
results of operations. The Company faces many risks and uncertainties, many of
which are beyond the control of the Company, including: fluctuations in oil and
gas prices; level of fleet additions by competitors; changes in capital spending
by customers in the energy industry for exploration, development and production;
unsettled political conditions, civil unrest and governmental actions,
especially in higher risk countries of operations; foreign currency
fluctuations; and environmental and labor laws. Other risk factors are discussed
elsewhere in this Form 10-KSB.

         Forward-looking statements, which can generally be identified by the
use of such terminology as "may," "expect," "anticipate," "estimate,"
"forecast," "believe," "think," "could," "will," "continue," "intend," "seek,"
"plan," "should," "would" and similar expressions contained in this report, are
predictions and not guarantees of future performance or events. The
forward-looking statements are based on current industry, financial and economic
information, which the Company has assessed but which by its nature is dynamic
and subject to rapid and possibly abrupt changes. The Company's actual results
could differ materially from those stated or implied by such forward-looking
statements due to risks and uncertainties associated with our business. The
forward-looking statements should be considered in the context of the risk
factors listed above and discussed elsewhere in this Form 10-KSB. Investors and
prospective investors are cautioned not to place undue reliance on such
forward-looking statements. Management disclaims any obligation to update or
revise the forward-looking statements contained herein to reflect new
information, future events or developments.


Item 7.  Financial Statements

                                       27

<PAGE>
EMPS CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS


                                                                        Page

Report of Independent Certified Public Accountants                       F-2

Consolidated Financial Statements:

         Consolidated Balance Sheets - December 31, 2003 and 2002        F-3

         Consolidated Statements of Operations for the years ended
           December 31, 2003 and 2002                                    F-4

         Consolidated Statements of Shareholders' Equity
           for the years ended December 31, 2002 and 2003                F-5

         Consolidated Statements of Cash Flows for the years ended
           December 31, 2003 and 2002                                    F-6

Notes to Consolidated Financial Statements                               F-7

                                      F-1
<PAGE>

  HANSEN, BARNETT & MAXWELL
  A Professional Corporation
 CERTIFIED PUBLIC ACCOUNTANTS
   5 Triad Center, Suite 750
 Salt Lake City, UT 84180-1128
     Phone: (801) 532-2200
      Fax: (801) 532-7944
        www.hbmcpas.com




               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To the Board of Directors and the Shareholders EMPS Corporation and
Subsidiaries:


We have audited the consolidated balance sheets of EMPS Corporation and
Subsidiaries as of December 31, 2003 and 2002, and the related consolidated
statements of operations, shareholders' equity and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of EMPS Corporation and
Subsidiaries as of December 31, 2003 and 2002, and the results of their
operations and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.


                                                       HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
February 27, 2004

                                       F-2
<PAGE>
<TABLE>
<CAPTION>
EMPS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share data)

December 31,                                                                            2003            2002
-------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>             <C>
ASSETS
Current Assets
Cash                                                                             $       401     $       132
Trade accounts receivable, net of allowance of $6 and $18 respectively                 1,735           1,242
Advances to related parties                                                               48              85
Inventories                                                                               51              74
Prepaid expenses and other current assets                                                322             247
-------------------------------------------------------------------------------------------------------------
Total Current Assets                                                                   2,557           1,780
-------------------------------------------------------------------------------------------------------------
Vessels, equipment and property, net                                                   8,965           9,061
Drydocking costs, net                                                                    313              93
Investments                                                                              124              96
Notes receivable from related parties                                                    407               -
-------------------------------------------------------------------------------------------------------------
Total Assets                                                                     $    12,366     $    11,030
=============================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses                                            $     1,816     $     1,405
Income tax payable                                                                     1,338             357
Deferred revenue                                                                          12              11
Advances from related parties                                                              -              30
Notes payable - related parties                                                          842             700
Current portion of long-term debt                                                      5,200           4,865
-------------------------------------------------------------------------------------------------------------
Total Current Liabilities                                                              9,208           7,368
-------------------------------------------------------------------------------------------------------------
Long-Term Debt - Net of Current Portion                                                    -             322
-------------------------------------------------------------------------------------------------------------
Minority Interest                                                                      1,962           1,953
-------------------------------------------------------------------------------------------------------------
Shareholders' Equity
Common stock, $0.001 par value, 150,000,000 shares authorized,
  30,000,000 shares issued and outstanding                                                30              30
Additional paid-in capital                                                             1,456           1,450
Accumulated other comprehensive loss                                                      (7)             (2)
Accumulated deficit                                                                     (283)            (91)
-------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity                                                             1,196           1,387
-------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity                                       $    12,366     $    11,030
=============================================================================================================


           The accompanying notes are an integral part of these consolidated financial statements.

                                                  F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EMPS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)

For the years ended December 31,                                         2003         2002
-------------------------------------------------------------------------------------------
<S>                                                                <C>          <C>
Revenues
Vessel revenues                                                    $    9,701   $    4,969
Product sales                                                             833          566
-------------------------------------------------------------------------------------------
Total Revenues                                                         10,534        5,535
-------------------------------------------------------------------------------------------

Operating Expenses
Vessel operating costs                                                  5,119        2,116
Cost of product sold                                                      418          326
Depreciation and amortization                                             789          585
General and administrative                                              2,021        1,036
-------------------------------------------------------------------------------------------
Total Operating Expenses                                                8,347        4,063
-------------------------------------------------------------------------------------------
Income from Operations                                                  2,187        1,472
-------------------------------------------------------------------------------------------

Other Income (Expense)
Interest expense                                                         (979)        (782)
Foreign currency exchange loss                                             (9)         (69)
Income from equity method investee                                         28            -
Grant revenue                                                               2          116
Grant expense                                                              (2)        (116)
Other income                                                               37           25
-------------------------------------------------------------------------------------------
Net Other Income (Expense)                                               (923)        (826)
-------------------------------------------------------------------------------------------

Net Income Before Income Tax and
 Minority Interest                                                      1,264          646
Provision for income tax                                               (1,599)        (451)
Minority interest                                                         143           53
-------------------------------------------------------------------------------------------
Net Income (Loss)                                                  $     (192)  $      248
===========================================================================================

Net Income Per Common Share                                        $    (0.01)  $     0.01
===========================================================================================

Weighted Average Common Shares Outstanding                         30,000,000   29,094,573
===========================================================================================



 The accompanying notes are an integral part of these consolidated financial statements.

                                       F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EMPS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Dollars in thousands)


                                             Common Shares     Additional         Other                             Total
                                        ---------------------   Paid-in       Comprehensive     Accumulated      Shareholders'
                                           Shares     Amount    Capital        Income (Loss)      Deficit           Equity
--------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>       <C>                <C>            <C>            <C>
Balance, December 31, 2001               27,089,700   $   27    $    (27)          $  (32)        $   (750)      $       (782)
                                                                                                                -------------
Net income for the year ended
  December 31, 2002                               -        -           -                -              248                248
Curency translation adjustment                    -        -           -               30                -                 30
                                                                                                                -------------
Comprehensive Income                              -        -           -                -                -       $        278
                                                                                                                -------------
Acqusition of EMPS Corporation
  July 30, 2002                           2,910,300        3         (26)               -                -                (23)
Conversion of related party debt
  to equity - no shares issued                    -        -       1,503                -                -              1,503
Recapture of minority interest
  losses                                          -        -           -                -              411                411
------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2002               30,000,000       30       1,450               (2)             (91)      $      1,387
                                                                                                                -------------
Net loss for the year ended
  December 31, 2003                               -        -           -                -             (192)              (192)
Curency translation adjustment                    -        -           -               (5)               -                 (5)
                                                                                                                -------------
Comprehensive Income                              -        -           -                -                -       $       (197)
                                                                                                                -------------
Capital contribution from the spin
  off of EMPS Research                            -        -           6                -                -                  6
------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 2003               30,000,000   $   30    $  1,456           $   (7)        $   (283)      $      1,196
==============================================================================================================================


                     The accompanying notes are an integral part of these consolidated financial statements.

                                                              F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EMPS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

For the years ended December 31,                                                     2003           2002
---------------------------------------------------------------------------------------------------------
<S>                                                                             <C>            <C>
Cash Flows From Operating Activities:
Net income (loss)                                                               $    (192)     $     248
Adjustments to reconcile net income (loss) to
 net cash from operating activities:
  Minority interest                                                                  (143)           (53)
  Net income in equity method investee                                                (28)             -
  Depreciation and amortization                                                       873            668
  Foreign currency exchange loss                                                        9             69
  Loss on disposal of property and equipment                                            2            140
  Provision for loss on related party receivables                                      40              -
  Changes in current assets and liabilities:
   Trade accounts receivable                                                         (517)          (899)
   Inventories                                                                         28            (28)
   Prepaid expenses and other current assets                                          (72)          (213)
   Accounts payable and accrued expenses                                              751            172
   Income taxes payable                                                               982            256
   Deferred revenue                                                                    13             11
---------------------------------------------------------------------------------------------------------
Net Cash from Operating Activities                                                  1,746            371
---------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities:
Advances on notes receivable from related parties                                    (919)             -
Proceeds from related notes receivable from related parties                           500              -
Cash received in the purchase of EMPS Corporation                                       -              9
Payment of drydocking costs                                                          (242)          (101)
Purchase of vessels and equipment                                                    (598)          (379)
---------------------------------------------------------------------------------------------------------
Net Cash from Financing Activities                                                 (1,259)          (471)
---------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable - related parties                             534            596
Proceeds from issuance of long-term debt                                              645             30
Change in advances to/from related parties                                            (19)            48
Principal payments on notes payable - related parties                                (382)          (703)
Principal payments on long-term debt                                                 (998)             -
---------------------------------------------------------------------------------------------------------
Net Cash from Financing Activities                                                   (220)           (29)
---------------------------------------------------------------------------------------------------------
Effect of Exchange Rate Changes on Cash                                                 2              2
---------------------------------------------------------------------------------------------------------
Net Change in Cash                                                                    269           (127)
Cash at Beginning of Period                                                           132            259
---------------------------------------------------------------------------------------------------------
Cash at End of Period                                                           $     401      $     132
=========================================================================================================
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest                                                          $     861      $     296
=========================================================================================================
Cash paid for income taxes                                                      $     597      $      85
=========================================================================================================
Supplemental Disclosure of Non-cash Investing and Financing Information - Note 9
=========================================================================================================


        The accompanying notes are an integral part of these consolidated financial statements.

                                                    F-6
</TABLE>
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


NOTE 1 -- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Reorganization and Merger - On May 29, 2002, the shareholders of EMPS
Corporation ("EMPS" or the "Company") and the stockholders of Caspian Services
Group Limited ("Caspian") ratified an Agreement and Plan of Reorganization (the
"Agreement") whereby EMPS agreed to acquire all of the issued and outstanding
shares of Caspian in exchange for 27,089,700 restricted common shares of EMPS.
EMPS had 2,910,300 shares of common stock outstanding immediately prior to the
transaction and had negative shareholders' equity of ($23). Pursuant to the
terms of the Agreement, Caspian became a wholly owned subsidiary of EMPS and the
Caspian shareholders assumed the controlling interest in EMPS.

The agreement was accounted for as the reorganization of Caspian and the
issuance of 2,910,300 common shares to the EMPS shareholders. Those shares were
recorded at ($23), which was the fair value of the net assets held by EMPS at
the date of reorganization. The 27,089,700 shares of common stock issued in the
transaction to the Caspian shareholders were accounted for in the accompanying
historical financial statements in a manner similar to a stock split,
retroactively restated for all periods presented. The accompanying consolidated
financial statements include the operations of EMPS and its subsidiary, EMPS
Research Corporation, since the date of the reorganization.

Principles of Consolidation -- The accompanying consolidated financial
statements include operations and balances of EMPS Corporation and its wholly
owned subsidiary Caspian Services Group Limited, and majority owned subsidiary,
CJSC Bauta, and EMPS Research Corporation, (through the date of its spin-off
described herinafter), collectively ("EMPS" or the "Company"). EMPS has a
non-controlling 50% interest in Bautino Development Company, LLC, for which it
accounts by the equity method. Intercompany balances and transactions have been
eliminated in consolidation.

Nature of Operations -- The Company's principal operations are carried out by
its wholly-owned subsidiary, Caspian. Caspian was incorporated in the British
Virgin Islands on December 22, 1999 and operates an administrative branch in
Aktau, Kazakhstan and vessel operations out of the Port of Bautino, Kazakhstan
where its activities consist of the operation and maintenance of two
accommodation/work vessels, the "Baskunchak," and "Dinara", two shallow draft
landing vessels, the "Caspian Yelena" and the "Caspian Maria," and one shallow
draft tug/survey/supply vessel, the "Caspian Eva," (collectively, the
"Vessels"). The Caspian Eva was acquired in September 2002, and placed in to
service during 2003. The Caspian Dinara was acquired in March of 2003 and placed
in service during the year. The Company also leases and operates a general
purpose, shallow draft survey vessel called the "Coastal Bigfoot." The Vessels
operate under contract in the Kazakh Sector of the North Caspian Sea. Caspian
leases its vessels to providers of engineering, procurement, installation and
commissioning (EPIC) to the transition zone offshore energy support service
companies. Caspian's primary current contract is with Agip Kazakhstan North
Caspian Operating Company N.V. ("Agip KCO"), a consortium of international oil
companies with oil and gas operations in and around the Caspian Sea. Agip KCO
leases the vessels from Caspian and makes the leased vessels available to its
EPIC providers. The Company's services provided in connection with the leases
are as follows:

         . Maintenance and upkeep of the Vessels,
         . Staffing of the Vessels with the Company's marine crew,
         . Provision of accommodation and meals for customer's and Company's
           personnel on the Vessels,
         . Laundry and other services

                                      F-7
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


In addition to operating the Vessels, the Company, through its 56% owned
subsidiary CJSC Bauta ("Bauta"), operates a desalinization plant and water
bottling operation in the Port of Bautino, on the Caspian Sea. Bauta supplies
water in bottles to consumers, in bulk to local municipal users and to oil
exploration companies and their contractors that require fresh water for their
crews, facilities, and to conduct oilfield operations.

The Company also owns a 50% interest in Bautino Development Company LLP
("Bautino"). Bautino's operations consist of the development and operation of a
hotel located at the Port of Bautino in close proximity to the Agip KCO base of
operations. The first phase of the hotel opened for business near the end of
February 2003 and contains 48 rooms.. The Company's investment in Bautino
through December 31, 2002 represents its initial investment as the activity
through that period and consisted of building construction and land
improvements. The 2003 investment balance comprises the initial investment and
the Company's portion of operations for the year. Plans for phase two of the
hotel were underway at December 31, 2003. As discussed in Note 4, the Company is
providing a portion of the funding for phase two.

The Company's majority owned U.S. Subsidiary, EMPS Research Corporation was
engaged in furthering development and marketing of patented technology for
commercially separating nonmagnetic particulate material from other materials
without heat or water. On May 23, 2003, the Company's majority common
shareholders approved a spin-off of EMPS Research. The 3,000,000 shares of EMPS
Research were distributed to EMPS shareholders on a pro-rata basis during
August, 2003. At May 23, 2003, EMPS Research had assets of $7 and liabilities of
$13. As net liabilities of EMPS Research were greater than the net assets, the
spin-off was accounted for as the assumption of net liabilities and a $6 capital
contribution by the Company shareholders. The results of operations of EMPS
Research have been included in the Company's consolidated statements of
operations through May 23, 2003, the date of the spin-off for accounting
purposes.

Business Condition -- The Company has an accumulated deficit of $(283) and $(91)
as of December 31, 2003 and 2002, respectively, and has negative working capital
for both years. As part of a debt restructuring that took place in February
2003, bank debt of $3,333 together with accrued interest of $367 were combined
into a new note. The Company and the bank renegotiated payment terms for the
total amount of $3,700 which is now due August 2004. The Company hopes to
refinance this obligation with payment terms that extend into the future.

The Company was successful in converting $1,502 in notes payable to related
parties into equity during 2002. The Company has net income (loss) of $(192) and
$248 at December 31, 2003 and 2002, respectively. The Company's operations
provided cash of $1,746 and $371 at December 31, 2003 and 2002, respectively.
Through negotiations with the bank to structure its debt payments, and
generation of cash from operations, management believes it will be able to meet
its operating and debt cash requirements through 2004. If needed, certain
shareholders are prepared to assist the company on a short-term basis with cash
advances.

Use of Estimates -- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                      F-8
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


Minority Interest -- Minority interest presented on the balance sheet refers to
the minority shareholder's investment in the voting stock of Bauta. In the
statement of operations, consolidated net income is increased by the minority
shareholder's proportionate share of losses. Prior to the December 10, 2002
conversion to equity of Bauta's note payable by the minority shareholder,
minority interests were not presented because of negative equity. Following the
conversion and restoration of positive equity, minority interests are shown and
a recapture adjustment, presented in the statement of shareholders' equity
reclassifies prior losses allocable to the minority shareholder previously not
presented.

Inventories -- Inventory consists of bulk and bottled water related to the Bauta
desalinization plant, and are stated at the lower of cost or market, cost being
determined by an average cost method, which approximates the first-in, first-out
(FIFO) method.

Vessels, Equipment and Property -- Vessels, property and equipment are stated at
cost less accumulated depreciation. At the time property is disposed of, the
assets and related accumulated depreciation are removed from the accounts, and
any resulting gain or loss is charged to other income. Major renewals and
betterments that extend the life of the property and equipment are capitalized.
Maintenance and repairs are expensed as incurred except for drydocking
expenditures, which are capitalized and amortized.

Depreciation of property and equipment is calculated by using the straight-line
method based on the following estimated useful lives:

                                                             Years
                  Vessels                                   10 - 12
                  Machinery and equipment                    2 - 20
                  Office equipment and furniture             2 - 3

Depreciation expense was $873 and $668 for the years ended December 31, 2003 and
2002, respectively.

Drydocking Costs -- Caspian's vessels must be periodically drydocked and pass
certain inspections to maintain their operating classification, as mandated by
certain maritime regulations. Costs incurred to drydock the vessels are deferred
and amortized over the period to the next drydocking, generally 54 to 60 months.
Drydocking costs are comprised of painting the vessel hull and sides, recoating
cargo and fuel tanks, and performing other engine and equipment maintenance
activities to bring the vessels into compliance with classification standards.

Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of --
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by
comparison of the carrying amount of an asset to future net cash flows expected
to be generated by the asset. If such assets are considered to be impaired, the
impairment to be recognized is measured by the amount that the carrying amount
of the assets exceed the fair value of the assets. Assets to be disposed of are
reported at the lower of the carrying amount or fair value less costs to sell.
At December 31, 2003, the Company reviewed its long-lived assets as disclosed
above and determined no impairment was necessary.

Revenue Recognition -- The Company's primary source of revenue is derived from
time charter contracts of its vessels on a rate per day of service basis;
therefore, marine vessel revenues are recognized on a daily basis throughout the
contract period. These time charter contracts are generally on a term basis,
ranging from three months to three years. The base rate of hire for a contract

                                      F-9
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


is generally a fixed rate, provided, however, that term contracts often include
clauses to recover specific additional costs, and mobilization and
demobilization costs. Product sales revenue is recorded upon delivery or
shipment to the customer.

Foreign Currency Transactions -- Caspian makes its principal investing and
financing transactions in United States dollars and the United States dollar is
therefore its functional currency. Transactions and balances denominated in
other currencies have been translated into United States dollars using
historical exchange rates. Exchange gains and losses from holding foreign
currencies and having liabilities payable in foreign currencies are included in
the results of operations. The Kazakh Tenge is Bauta's functional currency. The
effect of changes in exchange rates with respect to Bauta is recognized as a
separate component of accumulated other comprehensive income. The translation of
Kazakh Tenge denominated assets and liabilities into United States dollars for
the purpose of these condensed consolidated financial statements does not
necessarily mean that the Company could realize or settle, in United States
dollars, the reported values of these assets and liabilities. Likewise it does
not mean that the Company could return or distribute the reported United States
dollar value of its Kazakh subsidiaries capital to its shareholders.

Income Taxes -- Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences in the balances of existing
assets and liabilities on the Company's financial statements and their
respective tax bases and attributable to operating loss carry forwards. Deferred
taxes are computed at the enacted tax rates for the periods when such amounts
are expected to be realized or settled. Because of differences which result in
calculation of income under accounting principles generally accepted in the
United States of America, and income calculated under Kazakh income tax
regulations it is possible for operations to result in local taxable income
while reflecting operating losses in the accompanying financial statements.

Comprehensive Income -- The Company uses SFAS No. 130, "Reporting Comprehensive
Income," which requires the reporting and display of total comprehensive income
and its components in the financial statements. Total comprehensive income
represents the net change in shareholders' equity during a period from sources
other than transactions with shareholders and as such, includes net earnings.
For the Company, accumulated other comprehensive income is comprised of
accumulated foreign currency translation adjustments.

Earnings Per Share -- Income per common share is computed by dividing net income
by the weighted-average number of common shares outstanding during the period.

Concentrations of Credit Risk -- The Caspian Sea offshore operations are
contracted primarily with one customer, Agip KCO. Loss of this customer could
have a material negative effect on the Company. Vessel charter services provided
to this customer are under contract with varying terms and dates during 2003.
However, it is possible that a loss of business could occur in the short or long
term. While Management expects to renew the contracts periodically, there is no
assurance that the customer will renew, or will renew on terms favorable to the
Company.

Financial instruments that potentially subject the Company to concentrations of
credit risk consist principally of trade and other receivables. The Company
manages its exposure to risk through ongoing credit evaluations of its customers
and generally does not require collateral. The Company maintains an allowance
for doubtful accounts for potential losses and does not believe it is generally

                                      F-10
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


exposed to concentrations of credit risk that are likely to have a material
adverse impact on the Company's financial position or results of operations.

New Accounting Standards -In May 2003, the FASB issued SFAS No. 150, "Accounting
for Certain Financial Instruments with Characteristics of both Liabilities and
Equity." This Statement establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities
and equity. It requires that an issuer classify a financial instrument that is
within its scope as a liability (or an asset in some circumstances). Many of
those instruments were previously classified as equity. This Statement is
effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatorily redeemable financial
instruments of nonpublic entities. It is to be implemented by reporting the
cumulative effect of a change in an accounting principle for financial
instruments created before the issuance date of the Statement and still existing
at the beginning of the interim period of adoption. Restatement is not
permitted. There was no impact on the Company's financial position or results of
operations as a result of adopting SFAS No. 150.

Reclassifications -- Certain reclassifications have been made in the 2002
financial statements to conform to the 2003 presentation. The reclassifications
had no effect on net income.

NOTE 2 - TRADE ACCOUNTS RECEIVABLE

The Company's trade accounts receivable are principally from Agip KCO relating
to vessel charters. The Company believes accounts receivable for vessel charters
are fully collectable within one year, and no allowance for doubtful accounts
was deemed necessary at December 31, 2003 or 2002. Receivables from vessel
charter revenues are approximately $1,648 and $1,187 at December 31, 2003 and
2002, respectively.

A portion of accounts receivable represent activity relating to the
desalinization plant. At December 31, 2003 and 2002, receivables related to
desalinization operations totaled $92 and $73 respectively. The Company provided
an allowance for doubtful accounts for these receivables of $6 and $18 for the
years ended December 31, 2003 and 2002, respectively.

NOTE 3 -VESSELS, EQUIPMENT AND PROPERTY

Vessels, equipment and property consisted of the following:

December 31,                                            2003              2002
--------------------------------------------------------------------------------
Marine vessels                                       $  7,382          $  6,947
Machinery and equipment                                 2,761             2,405
Office equipment and furniture                            103               113
Land                                                      589               595
--------------------------------------------------------------------------------
                                                       10,835            10,060
Accumulated depreciation                               (1,870)             (999)
--------------------------------------------------------------------------------
Vessels, Equipment and Property, net                 $  8,965          $  9,061
================================================================================

Vessels -- In February 2003, the Company acquired a shallow draft
accommodation/work vessel, the "Caspian Dinara", specially modified to operate
in the shallow waters of the Caspian Sea, valued at $423 by paying cash of $423.

                                      F-11
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


The vessel was built in 1977 and converted in 1995 to have accommodation
facilities for up to 61 client personnel and 16 crew. The "Caspian Dinara" is
currently under contract through November 2006 with a one-year extension option.

In February 2003 the Company entered into a two-year charter arrangement for the
charter of an ultra shallow survey vessel "Coastal Bigfoot". This exclusive
agreement allows for the Company to market the services of the vessel and pay
the owner a specific rate per day when operational. The Company charters the
vessel on a bare boat basis with the Company providing vessel and crew. The
Coastal Bigfoot is currently under contract through March 2004, with an
extension period through October 2004.

In September 2002, the Company acquired a shallow draft multi-purpose supply and
tugboat, the "Caspian Eva," and related equipment valued at $1,445 by entering
into a note payable for $1,286, and paying cash of $159. The vessel was
originally constructed in 1994 and has been specially modified to work in the
shallow waters of the Caspian Sea. The Caspian Eva is suitable for a variety of
applications including towing-pushing operations, supply, and survey work. The
vessel is currently on charter through March 2004.


Current contract periods and extension provisions for all vessels are as
follows:

Vessel                       Contract Expiration           Extension Option
----------------------------------------------------------------------------
Baskunchak                         November 2006                     1-year
Caspian Eva                           March 2004                       None
Caspian Maria                      November 2003                 Two 1-year
Caspian Yelana                     November 2003                 Two 1-year
Caspian Dinara                     November 2006                     1-year
Coastal Bigfoot                       March 2004       through October 2004
----------------------------------------------------------------------------

The Company is currently in process of negotiating and renewing all contracts
that expired in 2003 and those scheduled to expire in 2004.

Desalinization Plant -- The desalinization operations are located in Bautino and
consist of production and administrative buildings, two 500 meter capacity
desalinization units, filtration systems, bulk storage tank, production lines,
packaging equipment, warehouse space and various other production and
administrative equipment, furniture and fixtures.

NOTE 4 - NOTES RECEIVABLE FROM RELATED PARTIES

In December 2003, the Company entered into an agreement with Bautino to provide
$1,100 funding to build, furnish and equip the phase two addition to the hotel.
EMPS plans to provide the loan to Bautino in installments which began during
December 2003 and going through June 2004 in amounts ranging from $400 to $100.
Through December 31, 2003, the Company advanced $400 in accordance with the
agreement. In January 2004, the Company advanced an additional $300. Interest
will begin accruing upon the completion of the project or no later than January
1, 2005 at the rate of 6% and will be received quarterly until the principal has
been received in full. The terms provide for Bautino to repay the loan in
semi-annual installments of $138 plus interest beginning June 15, 2005 and
through December 15, 2008.

On September 10, 2003 the Company advanced $500 to BMB Holding, Inc., a Delaware
corporation related through a Company officer and director. By December 31,

                                      F-12
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


2003, this note had been collected in full. The note carried an interest rate of
16.5 percent and was collateralized by an option to purchase BMB Holding, Inc.
common stock at 95% of its market value in exchange of the amount due to the
Company on the maturity date. As additional compensation for providing the loan,
the Company received 10 shares of BMB Holding, Inc. common stock, totaling a one
percent equity interest in BMB, and recorded the investment at $0.

At December 31, 2003 $7 in loans to employees were included in notes receivable
from related parties.

NOTE 5 - LONG-TERM DEBT

During February 2002, Caspian entered into a note payable agreement with a bank
to refinance $3,333. The proceeds were used to restructure notes payable
collateralized by the Maria and Yelena. During February 2003, Caspian refinanced
the note payable in the amount of $3,333 plus accrued interest of $367 for a
total amount of $3,700 and extended the due date to August 2004. On September 2,
2003 the Company borrowed $600 through the existing credit line agreement, $100
of which was used for operations, and $500 of which was advanced to BMB Holding,
Inc., a related party, for a short-term note receivable. The Company and the
bank have payment terms for these notes with an interest rate of 16 percent and
requiring monthly interest payments and periodic principal payments through
August 2004, culminating with a balloon payment of $4,150 due on August 15,
2004.

During August 2003, Bauta obtained a short-term $45 bank loan to purchase
packaging equipment. The loan carried a 21% annual interest rate and was paid in
full during November 2003.

During August 2002, the Company entered into a note payable agreement with a
financing company for the purchase of the Caspian Eva. The Company borrowed
$1,286. Interest accrued at 16% per annum and quarterly payments of $322 began
in March 2003. This note was involved in the restructuring completed in 2003.

Long-term debt consist of the following:

December 31,                                             2003            2002
------------------------------------------------------------------------------
Notes payable to a bank bearing interest at 16%;
  Due August 2004; secured by vessels                 $ 5,200         $ 1,854

Note payable to a bank bearing interest at 11%;
  Due February 2003; secured by vessels                     -           3,333
------------------------------------------------------------------------------
Total Long-term Debt                                    5,200           5,187
Less: Current Portion                                   5,200           4,865
------------------------------------------------------------------------------
Long-term Debt - Net of Current Portion               $     -         $   322
==============================================================================

NOTE 6 - NOTES PAYABLE - RELATED PARTIES

The Company has borrowed money from shareholders or from companies beneficially
owned by shareholders for working capital. At December 31, 2003, all of the
loans were due on demand, with interest as 10%.

During 2003, shareholders and employees have advanced the Company $97, for which
the Company repaid $87 and offset $10 against a receivable from a shareholder.

                                      F-13
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


Prior to 2003, the Company had borrowed amounts from a stockholder and from
companies related through common management for the purchase of equipment and
for working capital. In December 2002, $1,502 of this debt was forgiven
including $100 in 2002 advances. Because the debt holders were related parties,
the amount was recorded as additional paid-in capital with no shares issued.

In December 2002, Bauta had a note payable of $1,827 and accrued interest of
$531 to the minority stockholder. During December 2002, the note and accrued
interest was converted to equity of Bauta by issuing Bauta common stock. On the
date of the conversion, the Company also converted intercompany notes receivable
from Bauta for which it received additional Bauta common stock. The conversions
of debt to equity resulted in no change to the established ownership percentages
and the Company retained its 56.35% interest in Bauta.

Notes payable to related parties consist of the following:

December 31,                                                      2003     2002
--------------------------------------------------------------------------------
Note payable to a company related through common
 management bearing interest at 0%;  no set payments
 required; due upon demand; unsecured. $1,428
 of these debts were forgiven in December 2002                   $ 250    $ 300
Notes payable to a stockholder bearing interest at 0%
 through January 1, 2003, from which time the notes
 bear interest at 10%; no set payments required; due
 upon demand; unsecured; during 2002, $100 was borrowed
 from this shareholder, and in December 2002 $74 was forgiven      592      400
-------------------------------------------------------------------------------
Total Notes Payable - Related Parties                            $ 842    $ 700
===============================================================================


NOTE 7 - INCOME TAXES

Kazakh tax legislation and practice is in a state of continuous development and
therefore is subject to varying interpretations and frequent changes, which may
be retroactive. Further, the interpretation of tax legislation by tax
authorities as applied to the transactions and activities of the Company may not
coincide with that of management. As a result, tax authorities may challenge
transactions and the Company may be assessed additional taxes, penalties and
interest. Tax periods remain open to review by the tax authorities for five
years.

Management believes it has paid or accrued for all taxes that are applicable.
Where practice concerning the provision of taxes is unclear, management has
accrued tax liabilities based on its best estimate.

EMPS has not recognized a deferred tax liability of $209 for the undistributed
earnings of Caspian that arose in prior years because EMPS currently does not
expect those unremitted earnings to reverse and become taxable to EMPS in the
foreseeable future. A deferred tax liability will be recognized when EMPS
expects that it will realize those undistributed earnings in a taxable manner,
such as through receipt of dividends or sale of investments. As of December 31,
2002, those undistributed earnings were $614.

                                      F-14
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


Earnings and losses before income taxes derived from United States and
international operations are as follows:

    For the years ended December 31,                   2003              2002
    --------------------------------------------------------------------------
    United States                                   $  (371)           $ (106)
    Kazakhstan                                        1,635               752
    --------------------------------------------------------------------------
                                                    $ 1,264            $  646
    ==========================================================================

Deferred tax assets and liabilities are as follows:

   December 31,                                               2003        2002
   ----------------------------------------------------------------------------
   Tax loss carry forwards                                   $ 519       $ 682
   Property and equipment                                      415          78
   Provision for doubtful accounts and obsolete inventory       32           -
   Valuation allowance                                        (966)       (719)
   ----------------------------------------------------------------------------
   Net deferred tax asset                                        -          41
   Other                                                         -         (41)
   ----------------------------------------------------------------------------
   Net deferred tax liability                                $   -       $   -
   ============================================================================


The following is a reconciliation of the amount of tax that would result from
applying the federal rate to pretax income with the provision for income taxes:

   For the years ended December 31,                         2003          2002
   ----------------------------------------------------------------------------
   Tax at US Federal statutory rate (34%)                $   430        $  220
   Non-deductible expenses                                 1,137          (158)
   Deferred tax asset valuation change                        77           419
   Effect of lower foreign tax rates                         (45)          (30)
   ----------------------------------------------------------------------------
   Income tax provision                                  $ 1,599        $  451
   ============================================================================

As of December 31, 2003, EMPS has loss carry forwards of approximately $226 and
$292 in the United States and Kazakhstan, respectively. Tax loss carry forwards
available in the United States begin to expire in 2022, and Kazakhstan, which
relate solely to Bauta, begin to expire in 2005.

NOTE 8 - OPERATING LEASES

The Company maintains its corporate offices in Salt Lake City, Utah, and
administrative offices in Almaty and Aktau, Kazakhstan. The Company also leases
apartments in Almaty and Aktau for use by employees. The corporate office lease
expires in December 2005, while the offices and apartments in Kazakhstan expire
between February and November 2004 and are expected to be renewed. Rent expense
for the years ended December 31, 2003 and 2002 was $97 and $34, respectively.

Following is a schedule by years of the future minimum rental payments required
under these operating leases described above:

                                      F-15
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


   For the years ended December 31,                   Minimum Rent Payments
   ------------------------------------------------------------------------
                 2004                                                 $ 72
                 2005                                                   11
   ------------------------------------------------------------------------
                                                                      $ 83
   ========================================================================

NOTE 9 - SUPPLEMENTAL CASH FLOW INFORMATION

On May 23, 2003, the Company spun-off its formerly majority owned subsidiary
EMPS Research Corporation. As net liabilities of EMPS Research were greater than
the net assets, the spin-off was accounted for as the assumption of net
liabilities and a $6 capital contribution by the Company shareholders.

During February 2003, the Company partially refinanced a note payable with a new
note in the amount of $3,333.

In December 2002, certain shareholders forgave notes payable to related parties
in the amount of $1,502. There were no additional shares issued in connection
with this forgiveness. The entire amount was recorded as contributed capital.

During September 2002 the Company purchased the vessel Caspian Eva, valued at
$1,445 for cash of $159 and a note payable to a bank of $1,286.

On July 30, 2002 Caspian completed a "reverse merger" acquisition of EMPS
Corporation wherein EMPS issued common stock valued at ($23) to the owners of
Caspian. Caspian acquired assets with a fair value of $12, cash of $9 and
assumed liabilities of $44.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Charter Contracts -- The Company is committed to make the Vessels available in
accordance with the Vessel Charter Contracts between the Company and Agip KCO.

Economic Environment -- In recent years, Kazakhstan has undergone substantial
political and economic change. As an emerging market, Kazakhstan does not
possess a well-developed business infrastructure, which generally exists in a
more mature free market economy. As a result, operations carried out in
Kazakhstan can involve significant risks, which are not typically associated
with those in developed markets. Instability in the market reform process could
subject the Company to unpredictable changes in the basic business
infrastructure in which it currently operates. Uncertainties regarding the
political, legal, tax or regulatory environment, including the potential for
adverse changes in any of these factors could significantly affect the Company's
ability to operate commercially. Management is unable to estimate what changes
may occur or the resulting effect on such changes on the Company's financial
condition or future results of operations.

Legislation and regulations regarding taxation, foreign currency translation,
and licensing of foreign currency loans in the Republic of Kazakhstan continue
to evolve as the central Government manages the transformation from a command to
a market-oriented economy. The various legislation and regulations are not
always clearly written and their interpretation is subject to the opinions of
the local tax inspectors. Instances of inconsistent opinions between local,
regional and national tax authorities are not unusual.

                                      F-16
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)


Environmental Uncertainties -- Current local laws do not impose any particular
requirements on the Company with regard to its fleet operation beyond the
standard maritime regulations followed by the Company. Liabilities are recorded
when environmental assessments and/or remedial efforts are probable, and the
cost can be reasonably estimated based on studies, discussions with the
environmental authorities and assumptions as to the areas that may have to be
re-mediated along with the nature and extent of the remediation that may be
required. Ultimate cost to the Company is primarily dependent upon factors
beyond its control such as the scope and methodology of the remedial action
requirements to be established by environmental and public health authorities,
new law or government regulations, and the outcome of any potential related
litigation.

Potential Acquisitions -- In December 2003, the Company began negotiations with
the intent to acquire two Kazakhstan companies. The two Kazakh companies and the
Company are related through a common shareholder and director. The Kazakh
companies are principally involved in providing geophysical research services to
oil and gas companies operating in Kazakhstan and the Caspian Sea. The Company
is negotiating the acquisitions and intends to complete the transactions during
the second quarter of 2004 by issuing approximately 1,200,000 common shares for
controlling interests in the two Kazakh companies.

During June 2003, Bauta entered into an agreement with AGIP KCO, its major
customer, for the construction of a 2,000 cubic meter water storage tank. Bauta
estimated total construction costs for the tank to be $170. AGIP KCO agreed to
advance $140 to Bauta for the construction of the tank, for which Bauta will
repay the $140 through the sale of water to AGIP KCO at a discounted rate. By
December 31, 2003 Bauta placed $62 proceeds received from AGIP KCO with a
contractor. Bauta expects the construction to be completed during the second
quarter of 2004.

NOTE 11 - RELATED PARTY TRANSACTIONS

During the years ended December 31, 2003 and 2002, the Company paid a company
related through its ownership by a Caspian shareholder and noteholder, $236 and
$112, respectively, for corporate travel, Kazakh visa, entry and exit services.
A company under common management was paid $36 during each of the years ended
December 31, 2003 and 2002 for marketing and technical services. A company owned
by a shareholder and officer was paid $20 for transportation services during
2003. For related party notes receivable and payable, see Notes 4 and 6.

NOTE 12 - SEGMENT INFORMATION

Accounting principles generally accepted in the United States of America
establish disclosures related to components of a company for which separate
financial information is available and evaluated regularly by a company's chief
operating decision makers in deciding how to allocate resources and in assessing
performance. They also require segment disclosures about products and services
as well as geographic area.

The Company has operations in three segments of its business, namely: vessel
operations, water desalinization and corporate administration. The vessel
operations and the water desalinization are located in the Republic of
Kazakhstan. Corporate administration operations are located in the United States
of America. Information regarding the operations and assets of these reportable
business segments follows:

                                      F-17
<PAGE>

EMPS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
    For the year ended                       Vessel             Water          Corporate
    December 31, 2003                    Operations    Desalinization     Administration             Total
    -------------------------------------------------------------------------------------------------------
    <S>                                     <C>                <C>              <C>               <C>
    Revenues                                $ 9,701            $  833           $      -          $ 10,534
    Depreciation and amortization               778                93                  2               873
    Interest expense                            970                 5                  4               979
    Provision for taxes                       1,599                 -                  -             1,599
    Minority interest                             -               143                  -               143
    Segment income (loss)                       362              (184)              (370)             (192)
    Segment assets                           11,478             2,389                 58            13,925

<CAPTION>
    For the year ended                       Vessel             Water          Corporate
    December 31, 2002                    Operations    Desalinization     Administration             Total
    -------------------------------------------------------------------------------------------------------
    <S>                                     <C>                <C>              <C>               <C>
    Revenues                                $ 4,969            $  566           $      -          $  5,535
    Depreciation and amortization               554               114                  -               668
    Interest expense                            696                86                  -               782
    Provision for taxes                         451                 -                  -               451
    Minority interest                             -                53                  -                53
    Segment income (loss)                       476              (122)              (106)              248
    Segment assets                            9,602             2,449                 84            12,135


<CAPTION>
    Consolidated Total Assets
    December 31,                                                                    2003              2002
    -------------------------------------------------------------------------------------------------------
    <S>                                                                         <C>               <C>
    Total assets for reportable segments                                        $ 13,925          $ 12,135
    Elimination of intersegment assets                                            (1,559)           (1,105)
    -------------------------------------------------------------------------------------------------------
    Consolidated Total Assets                                                   $ 12,366          $ 11,030
    =======================================================================================================
</TABLE>

NOTE 13 - SUBSEQUENT EVENTS

In February 2004, the Caspian entered into an agreement for the construction and
purchase of a new high speed aluminum crew boat. The boat is a 33 meter boat
capable of transporting up to 70 passengers and 35 tons of cargo at speeds up to
25 knots. The vessel will be used to ferry oilfield workers between offshore
installations and land bases. The vessel will also be equipped as an emergency
response craft with a fire pump and monitor. The contract price is $1,800 with a
$100 deposit and the remainder due at various progress points. The vessel is
tentatively scheduled for delivery in September 2004.

In April 2004, the Company borrowed $2,435 under terms of a note payable
agreement with certain shareholders of the Company. The proceeds will be used to
pay tax liabilities and to purchase the crew boat. The note bears interest at 9%
and is due in October 2004 (Unaudited).

                                      F-18

<PAGE>

Item 8.  Changes in and disagreements with accountants on accounting and
         financial disclosure

         None.

Item 8A. Controls and Procedures

         (a) Evaluation of Disclosure Controls and Procedures. The Company's
Chief Executive Officer and Chief Financial Officer have conducted an evaluation
of the Company's disclosure controls and procedures as of the end of the period
covered by this annual report (the "Evaluation Date"). Based on their
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Company in reports that
it files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
applicable Securities and Exchange Commission rules and forms.

         (b) Changes in Internal Controls and Procedures. Subsequent to the
Evaluation Date, there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls, nor
were any corrective actions required with regard to significant deficiencies and
material weaknesses.


                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control  Persons.

         The following table sets forth the Company's directors, executive
officers, promoters and control persons, their ages, and all offices and
positions held within EMPS. Directors are elected for a period of one year and
thereafter serve until their successor is duly elected by the stockholders and
qualified. Officers and other employees serve at the will of the Board of
Directors.

Name of Director    Age      Term Served               Positions with EMPS
----------------    ---      -----------               -------------------
Marat Cherdabayev   28       Since July 2002           Vice President, Secretary
                                                       and Director

Laird Garrard       39       Since October 2002        Vice President, Chief
                                                       Financial Officer
                                                       and Treasurer

Mirgali Kunayev     46       Since December 2002       Chief Executive Officer
                             Since July 2002           Chairman of the Board of
                                                       Directors

Louis Naegle        39       Since August 1998         President

Paul Roberts        46       Since July 2002           Director

                                       28
<PAGE>

         The above individuals will serve as the Company's officers and/or
directors. A brief description of their positions, proposed duties and their
background and business experience follows:

         Marat Cherdabayev, Vice President, Secretary and Director. Prior to
relocating to Utah in January 2003, Mr. Cherdabayev worked for the Department of
Project Finance at OJSC Kazakhtelecom in Almaty, Kazakhstan. Mr. Cherdabayev
served as the Head of Project Planning and Monitoring, with responsibility for
analyzing the financial feasibility of investment projects. He began working for
OJSC Kazakhtelecom in January 2001. From October 2000 to January 2001, Mr.
Cherdabayev served as the Advisor to the President of TNS Plus, a private
telecommunications company in Almaty, Kazakhstan. In that capacity, he developed
and advised the president on marketing strategies, marketing analysis and
optimization issues. From January 1999 to June 1999, Mr. Cherdabayev was a
Mutual Fund Accountant for State Street Corporation, in Boston, Massachusetts.
His primary duties included producing and verifying daily financial statements,
monitoring general ledger activity and pricing and reconciling five mutual funds
on a daily basis. From January 1998 to June 1998, Mr. Cherdabayev was a
Financial Reporting Assistant at Boston Edison in Boston Massachusetts. Mr.
Cherdabayev graduated with a Bachelor of Science in Business Administration from
Northeastern University in June 2000.

         Laird Garrard, Vice President, Chief Financial Officer and Treasurer.
In addition to his duties with the Company, Mr. Garrard serves as a Vice
President and Director of Caspian Services Group Limited. Mr. Garrard joined
Caspian in August 2002. From July 1999 to July 2002, Mr. Garrard was the Eastern
Hemisphere Financial Manager, for PGS Onshore, Inc., a company specializing in
oilfield services. At PGS Onshore, Mr. Garrard was primarily responsible as the
regional financial manager for Africa, the Middle East and Central Asia. Prior
to joining PGS Onshore, Mr. Garrard was employed with Western Geophysical from
1990 to July 1999. During his time at Western Geophysical, Mr. Garrard held a
number of overseas accounting management positions including from 1994 to 1999
the position of Financial Controller Kazakhstan. As Financial Controller he was
responsible for all aspects of finance and administration. From 1983 to 1987,
Mr. Garrard worked in Somalia for Resource Management and Research, a company
specializing in land use surveys. Initially employed as a field research
assistant, Mr. Garrard was promoted to Project Manager in 1986. Mr. Garrard
earned a Bachelor of Arts degree in Business Administration from Westminster
University, London, England in 1990.

         Mirgali Kunayev, Chief Executive Officer and Chairman of the Board of
Directors. Mr. Kunayev has been a Vice President for Caspian Services Group
Limited since 2000. Mr. Kunayev's primary responsibilities include marine oil
operations support, construction of infrastructure within the Caspian region and
negotiation of service contracts. From 1998 to 2000, Mr. Kunayev was the
President of OJSC Kazakhstancaspishelf. During that time he worked
collaboratively on the international project JNOC-KazakhOil with geophysical
companies including, JGI, Schlumberger, Western Geophysical and PGS. From 1995

                                       29
<PAGE>

to 1998, Mr. Kunayev served as President of International Geophysics, Ltd. He
was primarily responsible to oversee geological-geophysical operations and
exploratory drilling. In January 2002, Mr. Kunayev earned a Ph.D. under the
discipline of Geological and Mineralogical Science from the Moscow Geological
University in Moscow, Russia. Mr. Kunayev is also a director of BMB Munai, Inc.,
a reporting company.

         Louis Naegle, President. Mr. Naegle graduated from the University of
Utah in 1991 with a Bachelor of Arts degree in Political Science. Mr. Naegle
brings over 13 years experience in marketing and sales. He earned top sales
awards while working for a large international homebuilder. In 1996-1997, he
owned a successful sales consulting business with annual sales revenue of about
$70,000. From 1994 through 1998, Mr. Naegle was employed as a sales agent for
Equimark Properties, Inc. Since 1998, he has been a licensed real estate broker.
Mr. Naegle has sold over $30,000,000 in real estate. He currently owns LISN
Investments, LC., a limited liability company used for the purchase and sale of
real estate. He also brings experience from the international arena where he
served as liaison in the former Soviet Union for SATCO International, a trading
company specializing in tourism and sales of consumer products.

         Paul A. Roberts, Director. Mr. Roberts has worked for Caspian Services
Group Limited since 2001. He was appointed President and Chairman of the Board
of Caspian Services in February 2002 where he oversees Caspian's operations.
Prior to that time, Mr. Roberts served as a Vice President. As such, he was
responsible for business development, financial planning, contracts, marketing
and operations in Kazakhstan and Central Asia. In this position, he worked
closely with government authorities and state and local businesses. From 1999 to
2001, Mr. Roberts was an Area Manager for PGS Onshore, Inc., in Almaty
Kazakhstan. As Area Manager, he was responsible for seismic exploration. He also
performed many of the same duties he performed in his capacity as Vice President
of Caspian. From 1997 to 1999, Mr. Roberts was the Resident Manager for
PetroAlliance (WGC) in Almaty, Kazakhstan. He was responsible for land and
marine seismic exploration. He also oversaw business and financial planning,
contract negotiations and operations in Kazakhstan and Central Asia.

Compliance with Section 16(a) of the Exchange Act

         Directors and executive officers are required to comply with Section
16(a) of the Securities Exchange Act of 1934, which requires generally that such
persons file reports regarding ownership of and transactions in securities of
the Company on Forms 3, 4, and 5. Form 3 is an initial statement of ownership of
securities, Form 4 is to report changes in beneficial ownership and Form 5 is an
annual statement of changes in beneficial ownership.

         Based solely on a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during its most recent fiscal year, it appears that all
reports were timely filed.

                                       30
<PAGE>

Indemnification of Directors and Officers

         There are no provisions in the Nevada corporate law or the Articles of
Incorporation of the Company requiring the Company to indemnify any of its
officers and directors. The Articles of Incorporation of the Company provide for
indemnification as follows:

         1) No director of the Corporation shall be personally liable to the
         Corporation or its stockholders for monetary damages for any action
         taken or any failure to take any action as a director, except as
         provided in this Article.

         2) The limitation of liability contemplated in this Article shall not
         extend to (a) the amount of a financial benefit received by a director
         to which he is not entitled, (b) an intentional infliction of harm on
         the corporation or the shareholders, (c) an intentional violation of
         criminal law, or (d) unlawful distributions.

         3) Any repeal or modification of this Article by the stockholders of
         the corporation shall not adversely affect any right or protection of a
         director of the corporation existing at the time of such repeal or
         modification.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to officers and directors of the Company pursuant
to the provisions of the Company's Certificate of Incorporation, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.

Item 10. Executive Compensation.

         The following chart sets forth the compensation paid by the Company to
each of its Executive Officers and Directors during the last three fiscal years:
<TABLE>
<CAPTION>
                                                     SUMMARY COMPENSATION TABLE

                                                                       Long Term                    Compensation
                           Annual Compensation                         Awards                   Payouts
                                                                       Restricted
Name and Principal                           Bonus   Other Annual      Stock         Options/   LTIP      All Other
Position                Year     Salary        $     Compensation      Awards        SARs       Payout    Compensation
<S>                     <C>      <C>         <C>        <C>             <C>          <C>          <C>          <C>
Mirgali Kunayev(5)      2003     $51,600     $-0-       $-0-            $-0-         $-0-         $-0-         $-0-
CEO, Director           2002      60,000      -0-        -0-             -0-          -0-          -0-          -0-

Louis Naegle(6)         2003       -0-        -0-        -0-             -0-          -0-          -0-          -0-
President,              2002       -0-        -0-        -0-             -0-          -0-          -0-          -0-
Former CEO              2001       -0-        -0-        -0-             -0-          -0-          -0-          -0-

Laird Garrard(5)        2003     162,000      -0-        -0-             -0-          -0-          -0-          -0-
Vice President, CFO     2002      97,500      -0-        -0-             -0-          -0-          -0-          -0-

Paul Roberts(5)         2003     162,000      -0-        -0-             -0-          -0-          -0-          -0-
Director                2002     150,000      -0-        -0-             -0-          -0-          -0-          -0-
</TABLE>
---------------------
(5) Compensation paid to these individuals was paid to them by Caspian in
    connection with services provided to Caspian.
(6) Mr. Naegle served as the chief executive officer of the Company from August
    1998 until December 2002.

                                       31
<PAGE>

         No other compensation has been paid directly or accrued to any other
officer or director of the Company to date. The Company has no policy for
compensating its directors for attendance at Board of Directors meetings or for
other services as directors.

         Compensation of officers and directors is determined by the Company's
Board of Directors and is not subject to shareholder approval. While none of the
officers and directors of the Company have employment agreements with the
Company, several of them do have agreements with Caspian regarding employment
with Caspian and compensation for services.

         In the past three years no executive officer has received any amounts
in connection with his resignation, retirement, or other termination. No
executive officer received any amounts in the last three years in connection
with a change in control of the Company of a change in the executive officer's
responsibilities after a change in control.

         The Company has no retirement, pension, or benefit plan at the present
time, however, the Board of Directors may adopt plans as it deems to be
reasonable under the circumstances.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The term "beneficial owner" refers to both the power of investment and
the right to buy and sell shares of EMPS. It also refers to rights of ownership
or the right to receive distributions from EMPS 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.

         The following table sets forth as of April 5, 2004, the name and the
number of shares of the Registrant'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 Registrant to own beneficially, more than 5% of the 30,000,000
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 group.

                                       32
<PAGE>

Type of                                      Amount & Nature of         % of
Security Name and Address                   Beneficial Ownership        Class
-------------------------                   --------------------        -----
Common   Marat Cherdabayev                          -0-                   -0-
         2319 Foothill Blvd., Suite 250
         Salt Lake City, Utah 84109

Common   Dora International Limited              3,046,764               10.2%
         P.O. Box 357
         Pirouet House, Union Street
         St. Helier, Jersey, Channel Islands
         JE4 9WQ, United Kingdom

Common   Laird Garrard                           2,646,764                8.8%
         63 Dostyk Avenue, Second Floor
         Almaty 480100
         Republic of Kazakhstan

Common   Mirgali Kunayev                            -0-                   -0-
         63 Dostyk Avenue, Second Floor
         Almaty 480100
         Republic of Kazakhstan

Common   Louis Naegle                               -0-                   -0-
         2319 Foothill Blvd., Suite 250
         Salt Lake City, Utah 84109

Common   Paul Roberts                            2,646,764                8.8%
         63 Dostyk Avenue, Second Floor
         Almaty 480100
         Republic of Kazakhstan


Common   Petroleum Group Services Limited       12,902,644               43%
         P.O. Box 544
         14 Britannia Place Bath Street
         St. Helier, Jersey, Channel Islands
         JE2 4SU, United Kingdom

Common   Techgrand Company Limited               2,646,764                8.8%
         Room 304, Arion Commercial Centre
         2-12 Queens Road West
         Hong Kong, People's Republic of China
--------------------------------------------------------------------------------

All officers and directors                       5,293,528               17.6%
as a group (5 persons)
--------------------------------------------------------------------------------
                  TOTAL                         23,889,700               79.6%
--------------------------------------------------------------------------------

                                       33
<PAGE>

         Mr. Cherdabayev, Mr. Garrard, Mr. Kunayev and Mr. Naegle are officers
of EMPS. Mr. Cherdabayev, Mr. Kunayev and Mr. Roberts are directors of EMPS.

Change in Control

         To the knowledge of the management, there are no present arrangements
or pledges of the Company's securities that may result in a change in control of
the Company.

Item 12. Certain Relationships and Related Transactions.

         On September 10, 2003 the Company advanced $500 to BMB Holding, Inc., a
Delaware corporation related to the Company through a common officer and
director, Mirgali Kunayev. By December 31, 2003, this note had been collected in
full. The note carried an interest rate of 16.5 percent and was collateralized
by an option to purchase BMB Holding, Inc., common stock at 95% of its market
value in exchange of the amount due to the Company on the maturity date. As
additional compensation for providing the loan, the Company received 10 shares
of common stock, totaling a one percent equity interest in BMB, and recorded the
investment at $0.

         During the quarter ended December 31, 2003, the Company, through
Caspian, committed to loan Bautino $1,100 for the construction of Phase II of
the Chagala Hotel owned by Bautino. As of the date of this annual report, the
Company has advanced $700 to Bautino, with the remaining $400 to be paid in May
2004. Interest will begin accruing upon completion of Phase II or no later than
January 1, 2005, whichever occurs first, at a rate of 6%. Interest payments will
be received quarterly. Principal payments will be received semi-annually in
installments of $138, plus interest beginning June 15, 2005 through December 15,
2008.

         For the years ended December 31, 2003 and 2002, the Company paid $236
and $112 respectively, to Help LLP, a company owned by a shareholder, note
holder and officer of Caspian, Yevgeniy Kurguzkin, for services related to
corporate travel, Kazakh visas and entry and exit services.

         During the years ended December 31, 2003 and 2002, the Company paid a
total of $72 to Techgrand Company Limited, a shareholder, for marketing and
technical services.


                                     PART IV

Item 13. Exhibits and Reports on Form 8-K.

         (a) Reports on Form 8-K.

                  None.

                                       34
<PAGE>

         (b) Exhibits. The following exhibits are included as part of this
report:

                  Exhibit 21.1      Subsidiaries

                  Exhibit 31.1      Certification of Principal Executive Officer
                                    Pursuant to Section 302 of the
                                    Sarbanes-Oxley Act of 2002

                  Exhibit 31.2      Certification of Principal Financial Officer
                                    Pursuant to Section 302 of the
                                    Sarbanes-Oxley Act of 2002

                  Exhibit 32.1      Certification Pursuant to Section 906 of the
                                    Sarbanes-Oxley Act of 2002.


Item 14. Principal Accountant Fees and Services

         Hansen, Barnett and Maxwell served as the Company's independent
accountants for the years ended December 31, 2003 and 2003, and is expected to
serve in that capacity for the current year. Principal accounting fees for
professional services rendered for us by Hansen, Barnett & Maxwell for the years
ended December 21, 2003 and 2002, are summarized as follows:

                                                     2003              2002
-------------------------------------------------------------------------------

  Audit                                          $116,860           $121,630
  Audit related                                         -                  -
  Tax                                               1,413                  -
  All other                                             -                  -
-------------------------------------------------------------------------------

  Total                                          $118,273           $121,630
===============================================================================

         Audit Fees. Audit fees were for professional services rendered in
connection with the Company's annual financial statement audits and quarterly
reviews of financial statements for filing with the Securities and Exchange
Commission.

         Tax Fees. Tax fees related to services for tax compliance and
consulting.

         Board of Directors Pre-Approval Policies and Procedures. At its
regularly scheduled and special meetings, the Board of Directors, in lieu of an
established audit committee, considers and pre-approves any audit and non-audit
services to be performed by the Company's independent accountants. The Board of
Directors has the authority to grant pre-approvals of non-audit services.


                                       35
<PAGE>

                                   SIGNATURES

         In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf,
thereunto duly authorized.

                                                              EMPS CORPORATION


Date: April 14, 2004                     /s/ Mirgali Kunayev
                                        ----------------------------------------
                                        Mirgali Kunayev, Chief Executive Officer



Date: April 14, 2004                     /s/ Laird Garrard
                                        ----------------------------------------
                                        Laird Garrard, Chief Financial Officer

                                       36