UNITED STATES
                     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 1934
          For the fiscal year ended       December 31, 2000
                                        ---------------------

[  ]      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 333-86779
                                            ----------

                              EMPS CORPORATION
                             -----------------
               (Name of small business issuer in its chapter)


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

875 Donner Way, Unit 705, Salt Lake City, Utah                     84108
-----------------------------------------------                ------------
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number, including area code             (801) 582-1881
                                                          -----------------
Securities registered pursuant to section 12(b) or 12(g) of the Exchange
Act: None

          Securities registered under Section 15 (d) of the Securities Act:

                          Common, $.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 [    ]  No [ X ]

          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: $-0-

          The aggregate market value of the issuer's voting stock held as of
December 31, 2000, by non-affiliates of the issuer was approximately $-0-

          As of January 31, 2001, issuer had 865,100 shares of its $.001 par
          value common stock outstanding.

Transitional Small Business              Disclosure Format. Yes [  ] No [X]
Documents incorporated by reference: none       Exhibit Index is on page 20

          This Form 10-KSB contains certain forward-looking statements within
the meaning of the Private Securities Litigation reform Act of 1995.  For
this purpose any statements contained in this Form 10-KSB that are not
statements of historical fact may be deemed to be forward-looking
statements.  Without limiting the foregoing, words such as "may," "will,"
"expect," "believe," "anticipate," "estimate" or "continue" or comparable
terminology is intended to identify forward-looking statements.  These
statement by their nature involve substantial risks and uncertainties, and
actual results may differ materially depending on a variety of factors,
many of which are not within the Company's control.  These factors include
but are not limited to economic conditions generally and in the industries
in which the Company may participate; competition within the Company's
chosen industry, including competition from much larger competitors;
technological advances and failure by the Company to successfully develop
business relationships.

                                   PART 1

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
owned by the Company for a high frequency eddy current separator, which may
be used to separate nonmagnetic particulate materials from other materials
without chemicals, heat or water.  The Company is in the development stage.

          The Company acquired Patent No. 5,439,117 issued August 8, 1995, and
Patent No. 5,772,043 issued June 30, 1998, from Particle Separation
Technologies, L.C., a Utah limited liability company, in exchange for
800,000 shares.  Both patents are titled System and Method for Separating
Electronically Conductive Particles.  The Company acquired the entire
right, title and interest in and to the said inventions and patents.

          The Company filed a registration statement with the United States
Securities and Exchange Commission ("SEC") on Form SB-1 to register up to
200,000 shares of common stock. The registration statement went effective
on October 3, 2000, and closed on January 31, 2001.  A total of 65,100
shares were sold for proceeds in the amount of $65,100.

          Also in 2000 the Company filed an application for a research grant
with the Department of Energy ("DOE"), through its Office of Industrial
Technologies ("OIT") 2000 Inventions and Innovation ("I&I") program.
Following DOE evaluation, the Company was one of the 43 projects selected.
The Company received a research grant in the amount of one hundred ninety-
nine thousand dollars ($199,000) on or about January 16, 2001.  This grant
must be utilized to research and develop the particle separation
technology.



                                     2


          On January 30, 2001, the Company formed a wholly owned subsidiary,
EMPS Research Corporation, a Utah corporation ("ERC").  ERC will manage the
research and development efforts to develop and test prototype equipment.

Description of the Company Technology

          The Company is engaged in the business of developing, marketing and
licensing its patented technology for use in commercially separating
nonmagnetic particulate material by building and testing a High Frequency
Eddy-Current Separator ("HFECS").  The Company will develop the prototype
primarily for use in recovering metals at foundaries and smelters.  The
Company anticipates that the HFECS prototype will be capable of separating
one ton of particles per hour.

          No known system or method exists in industry for commercially
separating nonmagnetic fine particulate material, such as gold, from other
materials without chemicals, heat or water.  These current methods are
expensive and can be environmentally unsafe.

          When water is used as a separation medium, the water carries the
particles through machinery, over vibrating tables or centrifugal
apparatuses which utilize specific gravity in the separation process.  When
water is available, its usage often requires significant capital
expenditures for pumping systems, infrastructure and continual pump
maintenance.  Water separation systems can be seasonally restrictive due to
weather considerations.  After separation, additional energy is needed for
the drying processes to remove the moisture from the separated material.

          Chemical methods require great planning and care.  Without proper
handling and disposal of the caustic chemicals used in these processes,
environmental disasters can occur.  The long-term environmental effects of
chemical separation are only now beginning to be understood.  Usually,
drying processes are needed to remove the moisture from the separated
material.

          Methods utilizing heat require strict attention to the toxic gases
created in the energy-intensive burn process.  Scrubbers and other
apparatuses are needed to capture furnace emissions.

          The Company's invention, uses novel principles that allow separation
of electrically conductive, nonmagnetic fine particles in a laboratory
setting.  Applying the Company's technology on a full-scale basis may be
more efficient and safe than other technologies.  The Company's technology,
however, may prove to be ineffective, uneconomical and may not achieve
market acceptance on a full-scale or commercial level.  That is why the
Company will produce a prototype for further testing and use to determine
its feasibility on a commercial scale.

          Electrodynamic separation of nonmagnetic free-flowing materials is
accomplished by introducing the material into a region of magnetic field
gradient that fluctuates with time.  The variable field induces magnetic
dipoles in the conducting particles of the material, producing
electrodynamic forces that deflect the electrically conducting particles
from the imposed magnetic field.  Therefore, the conducting particles are
separated from the feed material.  Research derived from mathematical and
actual working models indicate that the invention should specifically
address this problem in industry.




                                     3


          The Company employs the use of an alternating magnetic field in
certain configurations to produce an electromagnetic force with frequencies
set according to the specific resistivity and size of the particulate
material which is to be separated from other material.

          Independent tests were performed on the Company's technology by the
Department of Metallurgical Engineering at the University of Utah.  After
careful consideration by the faculty, it was determined that these
experiments warranted special Departmental attention due to the unique
nature of the novel principles involved.  Independent test results with
supporting calculations, data and experiments were implemented by a special
team, including two faculty members, and are described by graduate student,
Dongman Kim, in a Master's Thesis entitled "Electrodynamic Separation of
Conducting Particles in an Alternating Magnetic Field" published in
November, 1998.  The Thesis concludes:

          "In this study, separation of conductive materials from mixed
particles has been proved to be successful.  Based on what is reported
here, a pilot-scale unit can be built for further scale-up to a larger
industrial-size unit."

          It is this prototype or "pilot-scale" unit that will be the focus of
the Company's financial and technical resources.

          There are many occasions in scientific and industrial applications
where materials must be separated from one another.  Particularly in the
mining industry, valuable metals must be efficiently separated from other
materials which are found in ore.  In many industrial applications,
separation of particles having different sizes and densities relies on the
earth's gravity as well as some additional process such as filtration.  All
such arrangements which have been devised utilizing gravity to separate
particles of different densities include one or more drawbacks as are
recognized in the art.  For example, such arrangements may require water as
a carrier for the particles to be separated.  Disadvantageously, the water
must be removed from the particles after separation.  Moreover, in some
mining locations, water is not readily available.

          In order to provide efficient separation without water, various
apparatus and techniques have been proposed which also utilize some
electromagnetic properties of materials, rather than density alone, to
separate materials.  While the task of separating magnetic materials from
non magnetic materials is a relatively easy one, the task of separating a
nonmagnetic material from other nonmagnetic materials utilizing the
magnetic properties of the materials has been the subject of research in
the industry.  Still, many problems and drawbacks exist with the proposed
schemes.  Particularly in the mining industry, there have been numerous
attempts to separate materials from one another, for example gold from
other materials, based on the differing magnetic properties of the
materials.




                                     4


          One example of a previous scheme is represented by U.S. Pat. No.
5,057,210 to Julius.  The Julius reference recognizes that the creation of
eddy currents in conductive materials allows a magnetic field to move a
nonmagnetic material.  The Julius reference, however, utilizes a rotating
permanent magnet to generate a changing magnetic field and thus does not
recognize critical aspects of the use of induced eddy currents in
electrically conductive, nonmagnetic materials.

          Another example of a previous scheme is represented by U.S. Pat. No.
5,161,695 to Roos.  The Roos reference also recognizes that the creation of
eddy currents in conductive materials allows a changing magnetic field to
move particles of a nonmagnetic material.  The Roos reference, however,
utilizes permanent magnets, as does the Julius reference, and thus does not
recognize critical aspects of utilizing induced eddy currents to cause
movement of nonmagnetic particles.  The scheme of the Roos reference is
ineffective.

          In view of the shortcomings inherent in the previously proposed
schemes to separate nonmagnetic materials using magnetic force, it is a
significant advance in the art to provide a more efficient system and
method of separating electrically conductive nonmagnetic materials.

          The primary object of the Company's invention is to provide a
practical system and method for  separating electrically conductive
nonmagnetic fine materials.  It is also an object of the Company's
invention to provide a system and method for separating electrically
conductive nonmagnetic materials which does not rely on moving mechanical
parts to achieve separation of the materials.  It is further the object of
the Company's invention to provide a system and method for separating
electrically conductive nonmagnetic fine materials from each other which
does not require any liquid.

          The Company's invention provides a system and method for separating
electrically conductive, nonmagnetic fine particles which could not
otherwise be separated using flotation or filtration schemes.  Further, the
Company's invention provides a system and method for separating
electrically conductive, nonmagnetic fine particles using characteristics
such as the specific resistivity and the size of the particle to determine
the separation of one material from other materials.

          The Company's invention provides a system for separating first
electrically conductive particulate material from one or more other
materials.  The invention is particularly intended for use with materials
in particulate form but can also be used with materials in other forms.
The Company's invention can also be used in conjunction with other
separation technologies, such as flotation and filtration, which are known
in the art.  For example, the separation techniques of the present
invention can be used before or after materials have been subjected to
other separation techniques known in the art.

          The Company's invention includes means for localizing a magnetic field
at a first location.  The magnetic field is an alternating or oscillating
field.  In contrast with prior technology, the present invention considers
the size of the particle when selecting the frequency.  As the size of the
particle to be separated decreases, the frequency increases.





                                     5


          The Company's invention exploits the characteristics of particle
electrical specific resistivity and particle size.  Thus, in contrast to
the previously proposed schemes, the present invention considers the size
of the particles in the separation process.  For example, some embodiments
of the present invention preferably include means for sorting particles
having a diameter not larger than about five millimeters and more
preferably not larger than about two millimeters.  Embodiments of the
present invention may also comprise means for measuring the size of the
particles of the electrically conductive particulate material so that the
operation of the system can be adjusted for best efficiency.  Moreover, in
contrast to the previously proposed schemes, the present invention
considers the specific resistivity of the particles in the separation
process.

          Included in the Company's invention is a means for generating an
alternating current and for applying it to the means for localizing a
magnetic field.  The frequency of the alternating current is set according
to the specific resistivity or conductivity of the desired material and the
size of the particles comprising the desired material.  Selected
embodiments of the present invention preferably include means for
increasing the frequency of the alternating current as the size of the
first particles decreases.

          The means for localizing a magnetic field and the means for generating
an alternating current cooperate together to create an alternating magnetic
field at a location, for example the gap, where separation occurs.
Separation occurs as a result of the alternating magnetic field deflecting
the path of the desired material in a different amount than the other
material present in the stream is deflected.  Structures are also included
to function as a means for gathering the first particles as they are
separated from the material stream.

          The method of the Company's invention preferably includes the steps of
generating an alternating magnetic field, introducing a stream of particles
into the magnetic field, the stream of particles including both the desired
first particles and undesired second particles.  The step of adjusting the
frequency of the alternating magnetic field is carried out according to the
specific resistivity and the size of the first particles.  By properly
adjusting or choosing the frequency of the alternating magnetic field, the
first particles are imparted a trajectory which is different than the
trajectory of the other particles in the particle stream.  In order to
adjust for the size of the particles, the Company's invention increases the
frequency of the alternating magnetic field as the size of the first
particles decreases.

          Since the size of the particles greatly influences the separation
process, it may be desirable to pre-sort the particles according to size or
adjust the size of the particles before being subjected to the alternating
magnetic field.  Moreover, it is desirable to adjust the velocity of the
particles in the particle stream as they enter the magnetic field.

          The particle stream is subjected to the magnetic field for a period of
time while the first particles are gathered into one location and the
remaining material gathered into another location.  The Company's invention
has particular application for separating particles of gold from other
materials.




                                     6


          On a laboratory level, the Company's invention separates electrically
conductive, nonmagnetic particles based upon the particle's size and the
particle's specific electrical resistivity.  We believe that applying our
technology on a full-scale basis, one type of desired electrically
conductive, nonmagnetic particle can be readily separated commercially from
other undesired electrically conductive, nonmagnetic particles.  Even if
the desired and undesired particles are of substantially the same particle
size, but the particles have different specific electrical resistivities,
the particles can be separated from one another, using the Company's
invention.

          The Company believes its invention can be carried out so that
particles can be separated from each other in a batch-by-batch fashion or
in a continuous flow process.  The continuous flow process is presently
preferred and more efficient.

          Further, the Company's invention provides a system and method for
separating electrically conductive nonmagnetic materials which does not
rely on moving mechanical parts to achieve a separation of the particles.
The Company's invention also provides a system and method for separating
electrically conductive, nonmagnetic particles by producing a magnetic
field which induces eddy currents in the particles and causes movement of
the particles which are to be separated.  Both the electrical conductivity
and the size of the particle determine the separation of one type of
particle from other types of particles.

Research and Development

          The Company plans to develop and demonstrate a High-Frequency Eddy-
Current Separator ("HFECS") prototype.  The research and development is
scheduled to occur over a period of twenty-four (24) months beginning in
February 2001.  At the conclusion of this twenty-four months the prototype
should be a fully operational piece of equipment.  The Company does not
plan to market or manufacture the equipment.  Rather, it plans to research
and develop and test a prototype.  If and when testing proves to be
successful, the Company will seek to license the technology for marketing
and manufacture. The Company expects that the prototype will work in
smaller commercial settings.

          The Company is in the process of making the necessary arrangements to
do the research and development at a lab located on the University of Utah
campus in Salt Lake City and at Altaire Holdings L.C., an electronics lab
located in Ogden, Utah.  The Company is currently  negotiating with both
labs and expects to have contracts in place within the next month.

          The Company anticipates that the I&I research grant will provide
sufficient funding for approximately two years of research and development.
During the two years an estimated $105,000 will be needed for the
University of Utah Department of Metallurgical Engineering to test the
equipment design and implementation, design a working model and prototype,
and to do the needed data analysis and computer modeling.  The Company also
anticipates that $62,000 will be needed to design, fabricate and assemble a
prototype at the Altaire Holding L.C. lab. The remaining $32,000 will be
used for travel expenses, patent updates and legal, management and
accounting fees.  The proceeds received from the SB-1, approximately
$65,000, will be used to meet the Company's working capital needs.



                                     7


Competition

          The Company operates in a highly competitive environment.  Current
competition consists of companies employing chemical, heat and water
separation methods.  While these companies have greater resources than the
Company, the Company believes that its method of separation gives it a
competitive edge.  Once developed, the Company's process has the potential
of separating a commercial scale amounts of raw material in a short time
(one ton per hour), efficiently and without harming the environment.

Advertising and Marketing Strategy

          The Company plans to focus its operations on developing a functional
prototype and to seek contracts with entities for  licensing its technology
for third party manufacturing and use. It is unlikely the Company will
secure any licensing agreements until the prototype is further along in its
development.   Until the time a functional prototype is constructed,
approximately two years from February 2001, the Company's advertising and
marketing will be limited.

          The Company's marketing efforts, if any, will be primarily directed
towards potential licensees of its technology to third parties. The Company
may begin immediately seeking such relationships through limited
advertizing and marketing through interaction with the target industry and
direct contact sales.  The Company may seek further exposure through trade
journals and symposia. Additionally, the Company may also position itself
to assist in environmental clean-up operations through existing companies
involved in governmental projects.

Employees

          The Company currently has no full time employees.  The officers and
directors work on a part time, as needed, basis with no commitment for full
time employment.  The Company also has a part time project manager and
plans to contract with the University of Utah and Altaire Holdings, to
research and develop the prototype.  While the Company has no agreement or
firm commitment with either, both Raj Rajamani and Vladimir Saveliev
consult with the Company on an as needed basis.  Rajamani and Saveliev are
compensated on an as used basis.  The Company does not foresee hiring any
further employees until revenues and operations warrant the addition of
employees.

Reports to Security Holders

          The Company files annual and quarterly reports with the Securities and
Exchange Commission ("SEC").  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 which may be viewed at http://www.sec.gov.


                                     8


Item 2:        Description of Property

Property & Facilities

          The Company uses one-quarter of an 800 square foot office condominium
located at 875 Donner Way, Unit 705, Salt Lake City, Utah  84108 for its
corporate offices.  The Company currently pays no rent for this space
pursuant to a verbal agreement with Particle Separation Technologies, L.C.
This free rent is of nominal value.  There is no lease agreement with
Particle Separation Technologies, L.C.  If at any time Particle Separation
Technologies, L.C., decides it needs or wants the space, the Company has no
right to continue to occupy the space and could be forced to move.

Patents

          The Company owns U.S. Patent 5,772,043, "System and Method for
Separating Electrically Conductive Particles" issued on June 30, 1998 and
U.S. Patent 5,439,117, "System and Method for Separating Electrically
Conductive Particles" issued on August 8, 1995.  Both patents expire
December 21, 2013.  These patents cover the technology which allows the
Company to separate nonmagnetic particles from feed material.  These
patents are very important to the Company's business and add significant
value because they give it an exclusive right to the covered technology.
Moreover, in the event someone else attempts to use this technology before
the patents expire, the Company may have a right to recover damages from
that party.

          While the Company believes it could continue to operate following the
expiration of the patents, the Company believes its business will be
adversely effected.  Once the patents expire, the information covered by
them will become part of the public domain.  It is anticipated that few
purchasers would be willing to pay the Company for a license for its
technology when it is part of the public domain.  Similarly, once this
information becomes part of the public domain, others could use that
technology to compete directly with the Company, which could adversely
effect the Company's business.

Item 3.   Legal Proceedings.

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



                                     9



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

               None.

                                  PART II

Item 5.   Market for Common Equity and Other Shareholder Matters.

          The Company's shares are not traded publicly. The Company, however,
has registered securities with the SEC and is currently in the process of
applying for a listing on the Over the Counter Bulletin Board ("OTCBB").
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 dividend 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.

          On July 14, 1998, the Company issued 800,000 shares to Particle
Separation Technologies, L.C. to acquire Patents to technology.  The
transaction was effected pursuant to Section 4(2) of the Securities Act of
1933, as amended.

Use of Proceeds of SB-1

          Initially, the Company planned to use the proceeds raised in its
public offering pursuant to the SB-1 Registration Statement ("SB-1
Offering") to research and develop an HFECS prototype.  The Company,
however, has since received a grant award in the amount of $199,000 which
must be spent on the research and development of the Company's technology.
Subsequently, the Company will use the money raised in the SB-1 Offering to
meet its working capital needs.

Description of Common Stock.

          The Company has authorized capital stock consisting of 50,000,000
shares of common stock with a $.001 par value.  The Company currently has
865,100 shares issued and outstanding, all of which is validly issued,
fully paid and non-assessable.  Holders of common stock are entitled to
receive dividends when declared by the Board of Directors out of funds
legally available therefore.  Any such dividends may be paid in cash,
property or shares.  The Company has not paid any dividends since
inception.  All dividends will be subject to the discretion of our Board of
Directors, and will depend upon, among other things, the operating and
financial conditions, capital requirements and general business conditions.
Therefore, there can be no assurance that any dividends on the shares will
be paid in the future.

          All shares have equal voting rights and, when validly issued and
outstanding, will 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 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.

                                     10

          Shares have no preemptive or conversion rights, no redemption or
sinking fund provisions, and 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 our liquidation.

          During the pendency of the offering, subscribers will have no rights
as stockholders until the offering has been completed and the shares have
been issued to them.

Description of Stock Options.

          The Board of Directors has adopted the EMPS Corporation 1998 Stock
Option Plan (the "Plan") allowing it to offer key employees, officers,
directors, consultants and sales representatives, 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.  To date
the Company has not issued any options pursuant to the Plan. The total
number of shares reserved and available for distribution under the Plan is
400,000 shares.  These shares underlie the options issued by the Company
pursuant to the Plan.  The 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 1998 Stock Option Plan and is qualified by reference to
the plan.

          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.


                                     11



          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 that 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 which 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.   Plan of Operations

          The Company's primary operations over the next twelve months will be
research and development activities.  As such, the Company plans to develop
and demonstrate a High-Frequency Eddy-Current Separator ("HFECS") prototype
capable of separating one ton of particles per hour. The anticipated
primary use of the HFECS prototype will be to recover metals in foundries
and smelters that might otherwise be lost.  The research and development is
scheduled to occur over a period of twenty-four (24) months beginning in
February 2001.  At the conclusion of this twenty-four months, the Company
anticipates that the prototype will be a fully operational piece of
machinery ready to be licensed.  The Company does not plan to market or
manufacture the equipment.  Rather, it plans to research, develop and test
the prototype.  If and when testing proves to be successful, the Company
will seek to license the technology for marketing and manufacture. The
Company expects that the prototype will work in smaller commercial
settings.

          The Company is in the process of making the necessary arrangements to
do the research and development at a lab located on the University of Utah
campus in Salt Lake City and at Altaire Holdings L. C., an electronics lab
located in Ogden, Utah.  The Company is currently  negotiating with both
labs and expects to have contracts in place within the next month.

          The Company believes the I&I research grant will provide sufficient
funding to design and construct a HFECS prototype and to test its effects.
The necessary research and development should take approximately two years.
During that time an estimated $105,000 will be needed for the University of
Utah Department of Metallurgical Engineering to test the equipment design
and implementation, design a working model and prototype, and to do the
needed data analysis and computer modeling.  The Company also believes that
$62,000 will be needed to design, fabricate and assemble a prototype at the
Altaire Holding L.C. lab. The remaining $32,000 will be used for travel
expenses, patent updates and other legal, management and accounting fees
related to developing the Company's technology.  The proceeds received in
the SB-1 Offering, approximately $65,000, will be used to meet the
Company's working capital needs.


                                     12

          The Company has received indications of interest from outside sources
seeking to license the technology for use in commercial applications once
the prototype testing has proven successful.  It is the Company's intent to
pursue outside sources to market and exploit the technology.  To date,
however, the Company has no firm commitments or license arrangements in
place.

Item 7.   Financial Statements

          Reference is made to the financial statements and supplementary data
set forth in this Form 10-KSB report as indexed in Part IV, Item 13, and by
such reference such information is incorporated herein.

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

               None.

                                  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.

<TABLE>
<CAPTION>
Name of Director    Age   Term Served as          Positions with EMPS
<S>                 <C>   <C>                     <C>
Louis Naegle        35    Since August 26, 1998   President, Treasurer, and Director

Timothy L. Adair    35    Since May 18, 1999      Principal Accounting Officer,
                                                  Secretary and Director
</TABLE>



                                     13


     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:

     Louis Naegle, President, Treasurer and Director.  Age 35.  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 home builder.  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.

     Timothy L. Adair, Principal Accounting Officer, Secretary and
Director.  Age 35.  For more than ten years, Mr. Adair has worked at
Intermountain Health Care in Salt Lake City.  Mr. Adair currently acts as a
HR Analysis Manager where he  works specifically with Information
Systems/Processes and Financial Analysis.  Mr. Adair graduated from Brigham
Young University in 1988 with a Bachelor of Science degree in Mechanical
Engineering and received a Masters of Business Administration from Brigham
Young University in 1990.  Prior to his current position, Mr. Adair has six
years previous experience as a Financial Analyst and a Compensation
Analyst.  Mr. Adair has had nearly ten years of real estate investment and
management experience.  He is a Partner of Adlaw, a real estate holding and
management partnership.  He is also a Member of Forest Property Management
LLC, a limited liability company used for the purchase and sale of real
estate and accounting services.

Key Consultants
---------------
     Raj K. Rajamani, Ph.D.  During the past five years, Dr. Rajamani has
been a professor at the Metallurgical Engineering Department of the
University of Utah.  Mr. Rajamani received his Bachelor of Science in
Chemical Engineering at the Annamalai University in Madras, India and
received his M. Tech. in Chemical  Engineering from the Indian Institute of
Technology in Kanpur, India.  He later received both an M.E. in Chemical
Engineering and a Ph.D. in Metallurgy from the University of Utah.  Mr.
Rajamani has done research and published extensively on ultra fine
grinding, computational fluid dynamics applications, electrodynamic
separation of particles and has done modeling of grinding kinetics and
charge motion in comminution machines. Mr. Rajamani supports the Company as
a consultant on an as needed basis.

     Vladimir Leonidovich Saveliev, Ph.D.  During the past five years, Dr.
Saveliev has worked as a Senior Researcher at the Institute of Ionosphere
and Higher Energy Physics, Academy of Sciences of the Republic of
Kazakhstan, in Almaty, Kazakhstan.  Dr. Saveliev specializes in the fields
of plasma physics, electrodynamics, propagation of radio waves, kinetic
theory, applied mathematics, Monte-Carlo method and numerical simulation.



                                     14

His extensive education includes a 1966 Specialized Physics, Mathematics
and Chemistry certificate, a 1971 Master of Science degree from Novosibirsk
State University in Physics, 1982 Degree, Candidate of Physical and
Mathematical Sciences, which is equivalent to a Ph.D. Defended at the
Institute of Theory and Applied Mechanics, Novosibirsk Scientific Center
and a 1990 Academic Rank of Senior Researcher, certified by the High
Certification Committee at Ministry Council of USSR.  Dr. Saveliev began
his professional career at the Institute of High Energy Physics, Academy of
Sciences of SazSSR in 1971.  He has been advisor to the Ph.D. Thesis of
several scientists and a Senior Researcher, Scientific Consultant, Leading
Researcher.  He is a member of the American Mathematic Society, Referee of
European Physics Letters and other journals, Expert of Ministry of Science
- Academy of Sciences Republic of Kazakhstan.  Dr. Saveliev is widely
published in the areas of electromagnetics, plasma dynamics and ionosphere
excitation.

Indemnification of Directors and Officers.

     There are no provisions in the Nevada corporation 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 an 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 to each Officer
and Director of the Company, from the Company, for the last twelve months
and the planned compensation during the next twelve months.


                                     15

                         SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
               Annual Compensation
                                                              Compensation
                                               Long Term         Payouts
                                      Other    Awards
Name and                              Annual   Restricted                All
Principal                     Bonus   Compen   Stock    Options          Other
Position       Year  Salary   $       -sation  Awards   /SARs    LTIP    Payout
<S>            <C>   <C>      <C>     <C>      <C>      <C>      <C>     <C>

Louis Neagle   2001  -0-      -0-     -0-      -0-      -0-      -0-     -0-
President      2000  -0-      -0-     -0-      -0-      -0-      -0-     -0-

Tim Adair      2001  -0-      -0-     -0-      -0-      -0-      -0-     -0-
Secretary      2000  -0-      -0-     -0-      -0-      -0-      -0-     -0-
</TABLE>

     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.  The Company
has no agreement at this time, with any officer, director or key employee,
regarding employment with the Company or compensation for services.

     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.

Employment Contracts and Termination of Employment and Change in Control
Arrangement

     The Company has no employment agreements with its employees or
executive officers.  In the past three years no executive officer has
received any amounts in connection with an executive officer's 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.

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.

<TABLE><CAPTION>
Type of                            Amount & Nature of
Security    Name and Address       Beneficial Ownership     % of Class
----------- ---------------------  --------------------     -----------
<S>         <C>                    <C>                      <C>
Common      Louis Naegle                  -0-                  -0-
            1020 E. 900 N.
            Bountiful, UT 84010

                                     16
Common      Timothy L. Adair              -0-                  -0-
            4811 S. 1115 E.
            Salt Lake City, UT 84117

Common      Particle Separation
            Technologies LC.             800,000                92%
            3500 Pine Valley Road
            Woodland, Utah 84036

Common      Stephen Smoot and
            Jill Smoot, Trustees         800,000                92%
            The Stephen & Jill
            Smoot Family Trust
            3500 Pine Valley Road
            Woodland, Utah 84036
--------------------------------------------------------------------------
All officers and directors                 -0-                 -0-
as a group (2 persons)
==========================================================================
            TOTAL                      800,000                  92%
--------------------------------------------------------------------------
</TABLE>
     Mr. Naegle and Mr. Adair are officers and directors of EMPS.

     The Stephen & Jill Smoot Family Trust is the beneficial owner of
Particle Separation Technologies, L.C.  Therefore, shares that are in the
registered name of Particle Separation Technologies, L.C., are counted as
shares owned by The Stephen & Jill Smoot Family Trust.

     Stephen Smoot and Jill Smoot are the trustees of the Stephen & Jill
Smoot Family Trust, which was established for the benefit of their six
children.  As trustees, Mr. and Mrs. Smoot have voting and investment power
over the shares held in the Trust and may be deemed to be the beneficial
owners of the shares held by the Trust.

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.

     The Company is not expected to have significant dealings with
affiliates.  However, if there are such dealings the parties will attempt
to deal on terms competitive in the market and on the same terms that
either party would deal with a third person.

                                  PART IV

Item 13.  Exhibits, financial statements, schedules and reports on
          Form 8-K.

     (a) The financial statements filed as part of this report are listed
separately in the Index to Financial Statements.

     (b) Reports on Form 8-K:

     No reports on Form 8-K were filed by the Registrant during the fourth
quarter ended December 31, 2000.

                                     17
     (c) Exhibits

Exhibit
Number         Title of Document                                  Location
------------   --------------------------------------         -------------
3.01           Articles of Incorporation                         As filed *

3.02           Bylaws                                            As filed *

*Incorporated by reference to the Form SB-1 Registration Statement filed by
the Company on September 9, 1999.









                         [Left Blank Intentionally]





                                     18


--------------------------------------------------------------------------

                                 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

                                         /s/ Louis Naegle
Date:     February 28, 2001              ----------------------------------
                                         Louis Neagle
                                         President



                                         /S/ Tim Adair
Date:     February 28, 2001              ----------------------------------
                                         Tim Adair
                                         Secretary



                       INDEX TO FINANCIAL STATEMENTS


     The following documents are filed as part of this report:

     Report of Independent Accountants.

     Financial Statements and Schedules:

          Balance Sheet as of December 31, 2000

          Statement of Operations from inception through December 31, 2000

          Statement of Stockholder's Equity

          Statements of Cash Flows for the year ended December 31, 2000 and
          for the Period from inception through December 31, 2000

     Notes to the Financial Statements

     All schedules omitted are not applicable, not required or the required
information is included in the financial statements thereto.














                                     20




















                              EMPS CORPORATION
                       (A Development Stage Company)

                            FINANCIAL STATEMENTS

                                   WITH

                        INDEPENDENT AUDITOR'S REPORT



                              EMPS CORPORATION
                       (A Development Stage Company)


                                  CONTENTS


                                                                       PAGE


Independent Auditor's Report                                             1

Balance Sheets                                                           2

Statements of Operations                                                 3

Statement of Stockholders' Equity                                        4

Statements of Cash Flows                                                 5

Notes to Financial Statements                                            6



/Letterhead/

Independent Auditor's Report
----------------------------

Board of Directors
EMPS CORPORATION


I have audited the accompanying balance sheets of EMPS Corporation (A
development stage company) as of December 31, 2000 and 1999 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 2000 and 1999 and the period from inception (July 14,
1998) to December 31, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on the financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. 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. I believe that my audits provide
a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of EMPS Corporation (A
development stage company) at December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years ended December 31, 2000
and 1999 and the period from Inception (July 14, 1998) to December 31, 2000
in conformity with generally accepted accounting principles.

As discussed on Notes 1 and 8, the Company has been in the development
stage since its inception on July 14, 1998. The Company has limited
operating capital with current assets exceeding current liabilities by
$18,309, and has no operations with net losses from inception. Realization
of a major portion of the assets is dependent upon the Company's ability to
meet its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern.



                                                 /S/ David T. Thomson, P.C.
Salt Lake City, Utah
February 16, 2000



                              EMPS CORPORATION
                       (A Development Stage Company)

                               BALANCE SHEETS

                                   ASSETS
<TABLE>
<CAPTION>
                                                December 31,   December 31,
                                                    2000           1999
                                              -------------- --------------
<S>                                           <C>            <C>
CURRENT ASSETS:
  Cash on hand                                 $     50,012   $          -
                                              -------------- --------------

     Total Current Assets                            50,012              -
                                              -------------- --------------

OTHER ASSETS:
  Deferred offering costs                             5,472          9,152
  Patents, net of amortization
    of $130 and $76                                     670            724
                                              -------------- --------------
     Total Other Assets                               6,142          9,876
                                              -------------- --------------
TOTAL ASSETS                                  $      56,154  $       9,876
                                              ============== ==============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                            $      26,138  $       6,270
  Accrued interest payable                              514            128
  Due to Parent                                       5,051          3,711
                                              -------------- --------------

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
          50,000,000 shares authorized,
          850,000 and 800,000 shares issued
          and outstanding respectively                       850            800
  Additional paid-in capital                         26,907          1,000
  Deficit accumulated in the development stage       (3,306)        (2,033)
                                              -------------- --------------
     Total Stockholders' Equity (Deficit)            24,451           (233)
                                              -------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $      56,164  $       9,876
                                              ============== ==============


</TABLE>
 The accompanying notes are an integral part of these financial statements
                                     2

                              EMPS CORPORATION
                       (A Development Stage Company)

                          STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                     For the        For the     Cumulative
                                    Year Ended    Year Ended    During the
                                   December 31,  December 31,   Development
                                        2000          1999         Stage
                                   ------------  ------------  ------------
<S>                                <C>           <C>           <C>
REVENUE
  Interest income                   $       22    $        -    $       22
                                   ------------  ------------  ------------

EXPENSES
  Amortization expense                      54            56           230
  Professional fees                        700           505         1,204
  Filing fees                               95            85           180
  Interest                                 446           158           605
                                   ------------  ------------  ------------
     Total Expenses                      1,295           804         2,219
                                   ------------  ------------  ------------

NET INCOME (LOSS) BEFORE CUMULATIVE
EFFECT OF ACCOUNTING CHANGE             (1,273)         (804)       (2,197)
  Cumulative effect of accounting
    change                                   -        (1,109)       (1,109)
                                   ------------  ------------  ------------

NET INCOME (LOSS)                  $    (1,273)  $    (1,913)  $    (3,306)
                                   ============  ============  ============

EARNINGS (LOSS) PER SHARE BEFORE
ACCOUNTING CHANGE                  $         -   $     (0.00)  $     (0.00)
                                   ============  ============  ============

CUMULATIVE EFFECT OF ACCOUNTING
CHANGE                             $         -   $     (0.00)  $     (0.00)
                                   ============  ============  ============

EARNINGS (LOSS) PER SHARE          $     (0.00)  $     (0.00)  $     (0.00)
                                   ============  ============  ============


</TABLE>


 The accompanying notes are an integral part of these financial statements

                                     3


<PAGE>
                              EMPS CORPORATION
                       (A Development Stage Company)

                     STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>                                                         Deficit
                                                                Accumulated
                               Common Stock          Additional  During the
                         ------------------------     Paid-in   Development
                             Shares       Amount      Capital      Stage
                         --------------------------------------------------
<S>                      <C>           <C>        <C>           <C>
BALANCE, July 14, 1998
(inception)                        -    $       -  $        -    $       -

Shares issued to parent
 in exchange for
 assignment of patents
 at par value of $.001
 per share,
 July 14, 1998               800,000          800           -            -

Capital contributed to
 the Company to pay
 costs                             -            -       1,000            -

Net income (loss) from
 inception (July 14,
 1998) to December
 31, 1998                          -            -           -         (120)
                         --------------------------------------------------
BALANCE, December
 31, 1998                    800,000          800       1,000         (120)

Net income (loss) for
 the year ended
 December 31, 1999                 -            -           -       (1,913)
                         --------------------------------------------------
BALANCE, December
 31, 1999                    800,000          800       1,000       (2,033)

Issuance of shares
 for cash pursuant to
 public offering of
 common stock at $1.00
 per share on
 December 25, 2000            50,000           50      49,950            -

Offering costs
 associated with
 shares issued                     -            -     (24,043)           -

Net income (loss) for
 the year ended
 December 31, 2000                 -            -           -       (1,273)
                         --------------------------------------------------
BALANCE, December
 31, 2000                    850,000     $    850  $   26,907   $   (3,306)
                         ==================================================
</TABLE>
 The accompanying notes are an integral part of these financial statements
                                      4

<PAGE>
                              EMPS CORPORATION
                       (A Development Stage Company)
<TABLE><CAPTION>               STATEMENTS OF CASH FLOWS

                                               For the       For the      Cumulative
                                             Year Ended     Year Ended    During the
                                             December 31,  December 31,   Development
                                                 2000          1999          Stage
                                             ------------  ------------  ------------
<S>                                          <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Cash from interest                         $        22   $         -   $        22
  Cash paid for expense                             (245)         (247)         (492)
                                             ------------  ------------  ------------
     Total cash used in operating activities        (223)         (247)         (470)
                                             ------------  ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Organization costs                                   -             -        (1,000)
                                             ------------  ------------  ------------
     Total cash used in investing activities           -             -        (1,000)

CASH FLOWS FROM FINANCING ACTIVITIES
  Capital contributed to the Company                   -             -         1,000
  Advances from Parent                             1,340         3,711         5,051
  Sale of common stock for cash                   50,000             -        50,000
  Deferred offering costs                         (1,105)       (3,464)       (4,569)
                                             ------------  ------------  ------------
     Total cash provided by
     financing activities                         50,235           247        51,482
                                             ------------  ------------  ------------
NET INCREASE (DECREASE) IN CASH                   50,012             -        50,012
                                             ------------  ------------  ------------
CASH - BEGINNING OF PERIOD                             -             -             -
                                             ------------  ------------  ------------
CASH - END OF PERIOD                         $    50,012   $         -   $    50,012
                                             ============  ============  ============
RECONCILIATION OF NET INCOME (LOSS) TO NET
 CASH PROVIDED (USED) BY OPERATING ACTIVITIES

  NET INCOME (LOSS)                          $    (1,273)  $    (1,913)  $    (3,306)
                                             ------------  ------------  ------------
Adjustment to reconcile net income (loss) to
 net cash provided (used) by operating activities
  Cumulative effect of accounting change               -         1,109         1,109
  Amortization of organization and patent costs       54            56           230
  Change in assets and liabilities
     Accrued interest                                386           128           514
     Accounts payable                                610           373           983
                                             ------------  ------------  ------------
       Total Adjustments                           1,050         1,666         2,836
                                             ------------  ------------  ------------
NET CASH PROVIDED (USED) BY OPERATING
 ACTIVITIES                                  $      (223)  $      (247)  $      (470)
                                             ============  ============  ============
NONCASH TRANSACTIONS
Accounts payable for organization costs      $         -   $         -   $       209
                                             ------------  ------------  ------------
Accounts payable for deferred offering costs $    19,838   $     1,899   $    26,740
                                             ------------  ------------  ------------
Common stock issued for assignment of patents$         -   $         -   $       800
                                             ------------  ------------  ------------
</TABLE>
 The accompanying notes are an integral part of these financial statements
                                     5

                              EMPS CORPORATION
                       (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS

NOTE   1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Organization  -  EMPS Corporation (The Company) was organized
          under the laws of the State of Nevada on July 14, 1998 and has
          elected a fiscal year end of December 31st . The Company was
          formed for the purpose of furthering development and marketing of
          patented technology for commercially separating nonmagnetic
          particulate material from other materials without heat or water.
          The Company has not commenced planned principle operations and is
          considered a development stage company as defined in  SFAS No. 7.
          The Company has acquired two patents having to do with the
          business purpose outlined above.

          Financial statements  -  The accompanying financial statements
          include only the accounts of EMPS Corporation and are not
          presented on a consolidated  basis  with  Particle Separation
          Technologies, L.C., (Parent)  which is its Parent Company.  At
          December 31, 2000 and 1999, the Parent owned 94% and 100%  of the
          common stock of EMPS Corporation respectively.

          Net Earnings Per Share  -  The computation of net income (loss)
          per share of common stock is based on the weighted average number
          of shares outstanding during the period presented.

          Organization Costs  -  The Company was amortizing its
          organization costs, which reflected amounts expended to organize
          the Company, over sixty (60) months using the straight-line
          method.  In 1998, the Accounting Standards Executive Committee
          (AsSEC) of the American Institute of Certified Public Accountants
          issued Statement of Position (SOP) 98-5, "Reporting on the Cost
          of Start-up Activities."  The SOP requires costs of start-up
          activities and organization costs to be expensed as incurred.
          During 1999, the Company adopted the SOP and recognized a charge
          for the cumulative effect of accounting change of $1,109.

          Assignment of Patent Rights  -  The Company is amortizing its
          cost associated with the acquisition of its  patents over 14.5
          and 15.4 years using the straight-line method.  These lives are
          the legally remaining protected lives of the patents.
          Amortization expense shown from 1999 forward is for patents only.

          Income Taxes  -  Due to losses at December 31, 2000 and 1999, no
          provisions for income taxes has been made. There are deferred
          income taxes resulting from income and expense items being
          reported for financial accounting and tax reporting purposes in
          different periods. The difference arises from the accelerating of
          the write-off of organization costs for financial statement
          purposes as compared to amortizing over 60 months for tax
          purposes.

          Cash and Cash Equivalents  -  For purposes of the statement of
          cash flows, the Company considers all highly liquid debt
          instruments purchased with a maturity of three months or less to
          be cash equivalents.  The Company did not have non-cash investing
          activities during 2000 and 1999.

                                     6

                              EMPS CORPORATION
                       (A Development Stage Company)

                       NOTES TO FINANCIAL STATEMENTS

NOTE   1  -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

          Use of Estimates  -  The preparation of financial statements in
          conformity with generally accepted accounting principles requires
          management to make estimates and assumptions that affect the
          reported amounts of assets and liabilities and disclosure of
          contingent 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.

NOTE   2  -  EQUITY TRANSACTIONS

          The Company on July 14, 1998 issued 800,000 of  $.001 par value
          common stock to its Parent Company to acquire Patents to
          technology explained above in the organization footnote.  The
          stock was valued at par value for a total acquisition cost of
          $800 (see Note 4).  At December 31, 1998 $1,000 was contributed
          to the Company to pay certain cost to organize the Company. The
          Company has recorded the contributed capital as additional
          paid-in capital in its financial statements.

          Effective January 31, 2001, the Company completed its public
          offering of its common stock.  The stock was sold at $1.00 per
          share.  The Company sold 65,100 shares of its common stock for a
          total of $65,100.  Through January 31, 2001 the direct costs of
          the offering were $31,225.  During December 31, 2000, the Company
          sold 50,000 shares of its common stock for $50,000 and those
          shares were issued since the Company had met the 50,000 minimum
          shares sales amount under its offering of common stock.

NOTE    3  -  RELATED PARTY TRANSACTIONS

          The Parent  is providing free office space to the Company, the
          free rent has been determined to have only nominal value.

          The Company has no employees.  As of  December 31, 2000 and 1999
          no compensation     has been paid or accrued to any officers or
          directors of the Corporation due to the fact that it is of only
          nominal value.

NOTE   4   -   ASSIGNMENTS OF PATENTS TO THE COMPANY

          As outlined above, the Parent has assigned patents for its
          technology to the Company in exchange for common stock of the
          Company.  The term of the assignment is for the length of time
          covered under the letters of Patent.  At the time of the
          assignment, the costs of the patents were recorded at no more
          than the cost of the patents to its Parent.

NOTE   5   -   STOCK OPTION PLAN

          The Company has adopted a stock option plan.  The total number of
          shares of common stock reserved and available for distribution
          under the Plan shall be 400,000 shares.  At December 31, 2000 and
          1999 no options have been granted.  The Company can grant
          incentive stock options or Non-qualified stock options. The grant
          holding period, the term of the grant, the grant exercise price,
          when the grant can be exercisable, and the method of exercise are
          detailed in the stock option plan.
                                     7
                            EMPS CORPORATION
                      (A Development Stage Company)

                      NOTES TO FINANCIAL STATEMENTS

NOTE   6   -   INCOME TAXES

          At December 31, 2000 and 1999 the Company had net federal
          operating losses (NOL) of $2,681 and $1,166 which can be carried
          forward to offset operating income.  The Company's NOL's will
          expire between the years 2020 and 2018.  Valuation allowances of
          $496 and $305 have been established for deferred tax assets
          associated the above NOL's for 2000 and 1999 and for the
          amortizing of organization costs for tax purposes from 2000
          forward.  The change in the NOL allowances for 2000 and 1999 was
          $191 and $287.

NOTE   7   -   GOING CONCERN

          The Company has experienced losses of $1,273 and $1,913 in 2000
          and 1999 and has experienced losses from its inception.  The
          Company has limited operating capital, no income and is a
          development stage company.  In light of the above circumstances,
          the ability of the Company to continue as a going concern is
          substantially in doubt.  The financial statements do not include
          any adjustments that might result form the outcome of this
          uncertainty.

          In view of these matters, realization of a major portion of the
          assets in the accompanying balance sheet is dependent upon
          continued operations of the Company, which in turn is dependent
          upon the Company's ability to meet it operating requirements, and
          the success of its future ability to meet expenses until it
          commences operations in a profitable manner.

          Management believes their plans will provide the corporation with
          the ability to continues in existence at least for the next 12
          months.  Management plans to maintain its filings for corporate
          existence and to limited expenses to the minimum to remain in
          existence.  Management believes that expenses will be at a level
          so that cash on hand after the payment of existing expense will
          be adequate for the next 12 months. If not, the Company may
          require additional advances or loans from its Parent or
          stockholders.  Management believes these efforts will maintain
          the entity as a going concern

NOTE   8  -   DEPARTMENT OF ENERGY AWARD

          The Department of Energy (DOE), through its Office of Industrial
          Technologies (OIT) 2000 Inventions and Innovation (I&I) Program,
          has selected  the Company for negotiation of award based on the
          Company's application titled "Development of a High-Frequency
          Eddy-Current Separator".  The I&I award is in the amount of
          $199,000.

NOTE   9  -   SUBSEQUENT EVENTS

          On February 15, 2001,  the Company acquired EMPS Research
          Corporation (Research) as a wholly-owned Subsidiary in a business
          combination to be accounted for as a purchase. Research was
          incorporated on January 31, 2001 in the State of Utah. Research
          had no operations from inception to the time it was acquired by
          the Company.  The Company received all of the issued and
          outstanding common shares of Research (1,000,000 shares) for
          organizational and development services provided by the Company.
          The purchase price will not exceed the fair value of the net
          assets of Research.


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