Schedule 13D Amendment No. 6

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FdO+Q1BLtiA2gCxCwmahs+JTtekH7KkhaxYQ2RAM9i61R7W7ghgHGuDxcwt+/sSd VrJBceOw0ohoySbYG5ynxA== 0001193125-10-175390.txt : 20100803 0001193125-10-175390.hdr.sgml : 20100803 20100803170149 ACCESSION NUMBER: 0001193125-10-175390 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100803 DATE AS OF CHANGE: 20100803 GROUP MEMBERS: FG2 ADVISORS, LLC GROUP MEMBERS: FIREBIRD AVRORA ADVISORS LLC GROUP MEMBERS: FIREBIRD GLOBAL MASTER FUND, LTD. GROUP MEMBERS: FIREBIRD MANAGEMENT LLC GROUP MEMBERS: HARVEY SAWIKIN GROUP MEMBERS: JAMES PASSIN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FGS ADVISORS LLC CENTRAL INDEX KEY: 0001266114 IRS NUMBER: 134043004 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126989260 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CASPIAN SERVICES INC CENTRAL INDEX KEY: 0001093430 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 870617371 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78422 FILM NUMBER: 10988283 BUSINESS ADDRESS: STREET 1: 2319 FOOTHILL BOULEVARD STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 BUSINESS PHONE: 801-746-3700 MAIL ADDRESS: STREET 1: 2319 FOOTHILL BOULEVARD STREET 2: SUITE 250 CITY: SALT LAKE CITY STATE: UT ZIP: 84109 FORMER COMPANY: FORMER CONFORMED NAME: EMPS CORP DATE OF NAME CHANGE: 19990818 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 6 Schedule 13D Amendment No. 6

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

CASPIAN SERVICES, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE

$0.001 PER SHARE

(Title of Class of Securities)

14766Q107

(CUSIP Number)

Joanne Tuckman

Chief Financial Officer

Firebird Management LLC

152 West 57^th Street, 24^th Floor

New York, NY 10019

(212) 698-9260

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 14766Q107
1	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Firebird Avrora Advisors LLC [ ]
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Source of funds (see instructions) AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization New York
Number of shares beneficially owned		7	Sole voting power
		8	Shared voting power 1,814,165
		9	Sole dispositive power
		10	Shared dispositive power 1,814,165
11	Aggregate amount beneficially owned by each reporting person 1,814,165
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 3.52%
14	Type of reporting person (see instructions) IA


CUSIP No. 14766Q107
1	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) FGS Advisors, LLC [ ]
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Source of funds (see instructions) AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization New York
Number of shares beneficially owned		7	Sole voting power
		8	Shared voting power 2,938,333
		9	Sole dispositive power
		10	Shared dispositive power 2,938,333
11	Aggregate amount beneficially owned by each reporting person 2,938,333
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 5.70%
14	Type of reporting person (see instructions) IA


CUSIP No. 14766Q107
1	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Firebird Global Master Fund, Ltd. [ ]
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned		7	Sole voting power
		8	Shared voting power 2,938,333
		9	Sole dispositive power
		10	Shared dispositive power 2,938,333
11	Aggregate amount beneficially owned by each reporting person 2,938,333
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 5.70%
14	Type of reporting person (see instructions) OO


CUSIP No. 14766Q107
1	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) FG2 Advisors, LLC [ ]
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Source of funds (see instructions) AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization New York
Number of shares beneficially owned		7	Sole voting power
		8	Shared voting power 333,333
		9	Sole dispositive power
		10	Shared dispositive power 333,333
11	Aggregate amount beneficially owned by each reporting person 333,333
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 0.65%
14	Type of reporting person (see instructions) IA


CUSIP No. 14766Q107
1	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Firebird Management LLC [ ]
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Source of funds (see instructions) AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization New York
Number of shares beneficially owned		7	Sole voting power
		8	Shared voting power 1,847,500
		9	Sole dispositive power
		10	Shared dispositive power 1,847,500
11	Aggregate amount beneficially owned by each reporting person 1,847,500
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 3.59%
14	Type of reporting person (see instructions) IA


CUSIP No. 14766Q107
1	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Harvey Sawikin [ ]
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Source of funds (see instructions) AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization United States of America
Number of shares beneficially owned		7	Sole voting power
		8	Shared voting power 6,933,331
		9	Sole dispositive power
		10	Shared dispositive power 6,933,331
11	Aggregate amount beneficially owned by each reporting person 6,933,331
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 13.46%
14	Type of reporting person (see instructions) IN


CUSIP No. 14766Q107
1	Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) James Passin [ ]
2	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) ¨
3	SEC use only
4	Source of funds (see instructions) AF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization United States of America
Number of shares beneficially owned		7	Sole voting power 25,000
		8	Shared voting power 3,271,666
		9	Sole dispositive power 25,000
		10	Shared dispositive power 3,271,666
11	Aggregate amount beneficially owned by each reporting person 3,296,666
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 6.4%
14	Type of reporting person (see instructions) IN

Item 1.

Security and Issuer

This Amendment No. 6 (“Amendment No. 6”) to Schedule 13D amends and supplements the Statement on Schedule 13D originally filed on October 6, 2003 and amended on February 2, 2004, February 28, 2005, April 25, 2006, August 6, 2007 and March 12, 2008 (the “Schedule 13D”), with respect to the common stock, par value $0.001 per share (the “Common Stock”), of Caspian Services Inc., a Nevada corporation (the “Issuer”). The address of the principal executive office of the Issuer is 257 East 200 South, Suite 490, Salt Lake City, Utah 84111.

Certain terms used but not defined in this Amendment No. 6 have the meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby amended and supplemented by this Amendment No. 6 as follows:

Item 4.

Purpose of Transaction

On July 30, 2010, Firebird Global Master Fund, Ltd. (the “Global Fund”) entered into an agreement (the “Purchase Agreement”) to sell 1,675,825 shares of the Common Stock (the “Shares”) to SATCO International, Limited at a price of $0.42 per share. The Purchase Agreement provides that, subject to certain condition set forth therein, the purchase and sale of the Shares shall close on October 1, 2010.

On July 31, 2010, an aggregate of 277,777 warrants that were held by the Global Fund and by the other investment funds for which the Reporting Persons serve as investment adviser and which were the owners of record of such securities (together, the “Funds”) and that were exercisable for the purchase of shares of Common Stock expired without being exercised.

The Reporting Persons acquired all securities of the Issuer held by the Funds because Avrora, FGS, FG2 and Management considered such securities to be an attractive investment opportunity. Any of Avrora, FGS, FG2 and Management may cause any of the Funds for which such entity serves as investment advisor to make further acquisitions of securities of the Issuer from time to time or to dispose of any or all of such securities held by such Funds (the “Securities”) at any time.

The Reporting Persons intend to review continuously their investments in the Issuer and may in the future change their present course of action. Depending upon a variety of factors, including, without limitation, current and anticipated future trading prices of the Common Stock or other securities of the Issuer, the financial condition, results of operations and prospects of the Issuer and general economic, financial market and industry conditions, the Reporting Persons may cause the sale of all or part of the Securities held by the Funds, or may cause the purchase of additional shares or other securities of the Issuer, in privately negotiated transactions, as part of a cash tender offer or exchange offer, or otherwise. Any such purchases or sales may be made at any time without prior notice. Depending upon the foregoing factors or other factors not listed herein, the Reporting Persons may formulate other purposes, plans or proposals with respect to the Issuer, the Common Stock or other securities of the Issuer.

The foregoing is subject to change at any time, and there can be no assurance that the Reporting Persons will take any of the actions set forth above. Except as otherwise described in this Item 4, the Reporting Persons currently have no plan or proposal which relates to, or would result, in any of the events or transactions described in Item 4(a) through (j) of Schedule 13D, although the Reporting Persons reserve the right to formulate such plans or proposals in the future.

Item 5.

Interest in Securities of the Issuer

(a) As of the date of this Amendment No. 6, the Reporting Persons together beneficially own an aggregate of 6,958,331 shares of Common Stock, representing approximately 13.51% of the Issuer’s outstanding Common Stock, and no longer hold any warrants exercisable for the purchase of shares of Common Stock (the last of which expired without being exercised on July 31, 2010).

(b) The Reporting Persons may be deemed to beneficially own the Common Stock described above because: (i) Avrora acts as investment advisor to Firebird Avrora Fund, Ltd., a

private investment fund which owns 1,814,165 shares of Common Stock, representing 3.52% of the total issued and outstanding shares of Common Stock; (ii) FGS acts as investment advisor to the Global Fund, which owns 2,938,333 shares of Common Stock, representing 5.70% of the total issued and outstanding shares of Common Stock, and 1,675,825 of which are subject to the Purchase Agreement, and if the Closing (as defined in the Purchase Agreement) occurs as contemplated, shall be sold on October 1, 2010; (iii) FG2 acts as investment advisor to the Firebird Global Master Fund II, Ltd., a private investment fund which owns 333,333 shares of Common Stock, representing 0.65% of the total issued and outstanding shares of Common Stock; and (iv) Management acts as investment adviser to Firebird Republics Fund, Ltd., a private investment fund which owns 1,775,000 shares of Common Stock, representing 3.45% of the total issued and outstanding shares of Common Stock, and Firebird New Russia Fund, Ltd., a private investment fund which owns 72,500 shares of Common Stock, representing 0.14% of the total issued and outstanding shares of Common Stock. As investment advisors to the Funds, each of Avrora, FGS, FG2 and Management shares voting and investment control with respect to the shares of Common Stock held by their respective advised Funds. Mr. Sawikin, as control person of Avrora and Management, shares investment power and voting power with respect to the Common Stock reported by them. Mr. Passin and Mr. Sawikin, who serve as the control persons of each of FGS and FG2, share investment power and voting power with respect to the Common Stock reported by each such entity. Mr. Passin individually holds options to purchase an aggregate of 25,000 shares of Common Stock at an exercise price of $3.00 per share that were granted to him in connection with his service as a former director of the Issuer, and Mr. Passin possesses sole investment and voting power with respect to such securities.

(c) During the past sixty days, the only transaction that any of the Funds have entered into is the Purchase Agreement as described above in Item 4.

Item 6.

Contracts, Arrangements, Understandings ore Relationships with Respect to Securities of the Issuer.

As discussed in the response to Item 4 above, the Global Fund has entered into the Purchase Agreement, pursuant to which the Global Fund has agreed, subject to the satisfaction of certain conditions, to sell 1,675,825 shares of Common Stock at a Closing on October 1, 2010.

By virtue of the relationships between and among the Reporting Persons, as described in Item 2, the Reporting Persons may be deemed to be a “group” under the Federal securities laws. Except as otherwise set forth in this Schedule 13D, Avrora, FGS, the Global Fund, FG2, Management, Mr. Passin and Mr. Sawikin expressly disclaim beneficial ownership of any of the shares of Common Stock beneficially owned by the Funds and the filing of this Statement shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) or under any provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any of Avrora, FGS, the Global Fund, FG2, Management, Mr. Passin or Mr. Sawikin is a beneficial owner of any such shares.

Item 7.

Material to be Filed as Exhibits

Stock Purchase Agreement, dated as of July 30, 2010, by and between Firebird Global Master Fund, Ltd. and SATCO International, Limited.

Joint Filing Agreement dated August 3, 2010.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete, and correct.


Date: August 3, 2010	Firebird Avrora Advisors LLC

	/S/ HARVEY SAWIKIN
	Name	Harvey Sawikin
	Title:	Principal

	Firebird Management LLC.

	/S/ HARVEY SAWIKIN
	Name:	Harvey Sawikin
	Title:	Principal

	FGS Advisors LLC

	/S/ JAMES PASSIN
	Name:	James Passin
	Title:	Principal

	Firebird Global Master Fund, Ltd.

	/S/ JAMES PASSIN
	Name:	James Passin
	Title:	Director

	FG2 Advisors LLC

	/S/ JAMES PASSIN
	Name:	James Passin
	Title:	Principal

	/S/ HARVEY SAWIKIN
	Name:	Harvey Sawikin

	/S/ JAMES PASSIN
	Name:	James Passin

EX-1 2 dex1.htm STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT

Exhibit 1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of July 30, 2010, by and between Firebird Global Master Fund, Ltd., a Cayman Islands exempted company (the “Seller”), and SATCO International, Limited, a Hong Kong Limited Company with its offices at Units 2009-18, 20/F. Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong, SAR (the “Buyer”).

RECITALS

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, 1,675,825 shares of common stock, par value $0.001 (the “Shares”) of Caspian Services, Inc., a Nevada corporation, subject to all of the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows:

1. Sale and Purchase of Shares. Subject to the terms and conditions set forth in this Agreement, and on the basis of the representations and warranties contained in this Agreement, at the Closing (as defined below) the Seller will sell, transfer and deliver to the Buyer, and the Buyer will purchase from the Seller, all of the Seller’s right, title and interest in and to the Shares, free and clear of any and all liens, encumbrances or claims, in consideration of the Buyer’s payment of the Purchase Price (as defined below) in cash.

2. Purchase Price. The purchase price of the Shares is $0.42 per share, equal to an aggregate of $703,846.50 (the “Purchase Price”), payable by the Buyer to the Seller at the Closing.

3. Closing and Deliveries. The closing of the purchase and sale of the Shares (the “Closing”) will occur on October 1, 2010. At the Closing, the Buyer will deliver the Purchase Price to the Seller, in United States dollars and in immediately available funds, by wire transfer to an account designated in writing to the Buyer by the Seller for such purpose. At the Closing, Seller will deliver or cause to be delivered to the Buyer the Shares, together with such other instruments as may be required to transfer all right, title and interest in and to the Shares from the Seller to the Buyer.

4. Representations and Warranties of Seller. As an inducement to the Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement, the Seller represents and warrants as follows as of the date of this Agreement:

(a) Ownership of Shares. The Seller is the sole record and beneficial owner of the Shares. The Shares are fully paid and nonassessable, and are free and clear of all liens, encumbrances, security agreements or claims of any nature whatsoever;

(b) No Options. The Seller has not granted any options or entered into any other agreements or commitments entitling any person or entity to purchase or otherwise acquire any of the Shares from the Seller;

(c) Power and Authority. The Seller has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid legal and binding obligation of the Seller and is enforceable in accordance with its terms; and

(d) No Contractual Violations. Neither the execution of this Agreement nor the performance of the Seller’s obligations under this Agreement will conflict with, create a lien under, or result in a breach or violation of, any of the terms or provisions of, or constitute, or with the passage of time or giving of notice constitute, a default under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement or other evidence of indebtedness or any lease, contract or other agreement or instrument to which the Seller is a party.

5. Representations and Warranties of Buyer. As an inducement to the Seller to enter into this Agreement and to consummate the transactions contemplated by this Agreement, the Buyer represents, warrants and covenants as follows as of the date of this Agreement and as of the date of Closing:

(a) Power and Authority. The Buyer has the full legal right, power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement constitutes the valid legal and binding obligation of the Buyer and is enforceable in accordance with its terms; and

(b) No Contractual Violations. Neither the execution of this Agreement nor the performance of the Buyer’s obligations under this Agreement will conflict with, create a lien under, or result in a breach or violation of, any of the terms or provisions of, or constitute, or with the passage of time or giving of notice constitute, a default under, any indenture, mortgage, deed of trust, voting trust agreement, loan agreement or other evidence of indebtedness or any lease, contract or other agreement or instrument to which the Buyer is a party.

6. Conditions to Seller’s Obligations to Close. The Seller’s obligation to sell its right, title and interest in and to the Shares at the Closing is subject to the fulfillment on or before such Closing of each of the following conditions, unless waived by the Seller:

(a) The representations and warranties made by the Buyer in Section 5 be true and correct as of the date of the Closing; and

(b) The Seller shall be satisfied that the sale of the Shares to the Buyer shall be qualified or exempt from registration or qualification under all applicable federal and state securities laws.

7. Conditions to Buyer’s Obligations to Close. The Buyer’s obligation to purchase the Shares at the Closing is subject to the fulfillment on or before such Closing of each of the following conditions, unless waived by the Buyer:

(a) The representations and warranties made by the Seller in Section 4 shall be true and correct as of the date of the Closing.

8. Miscellaneous.

(a) Survival. The representations, warranties, covenants and agreements made in this Agreement shall survive until the Closing.

(b) Additional Documents and Acts. Each party agrees to execute and deliver such additional document and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and the transactions contemplated by this Agreement.

(c) Binding Effect; Assignment. This Agreement will be binding on the parties and their heirs, successors and permitted assigns. Neither party may assign its rights under this Agreement without the prior written consent of the other party, which consent may be given or withheld in such party’s discretion.

(d) Entire Agreement; Modification. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior and contemporaneous agreements, representation and understandings of the parties. No supplement, modification or amendment of this Agreement will be binding unless it is in writing and is executed by all of the parties.

(e) Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, both parties will be entitled to specific performance under this Agreement. The parties agree that money damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

(f) Governing Law; Jurisdiction; Venue. This Agreement will be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to conflicts of laws principles. With respect to any disputes arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of, and venue in, the courts in the county and state of New York (or in the event of exclusive federal jurisdiction, the courts of the Southern District of New York).

(g) Attorneys’ Fees. In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.

(h) Counterparts. This Agreement may be executed in counterparts, each of which will constitute and original and all of which together will constitute one and the same instrument.

[signatures appear on the following page]

The parties have executed this Stock Sale Agreement as of the day and year first above written.


SELLER:
FIREBIRD GLOBAL MASTER FUND, LTD.

/s/ James Passin
Name:		James Passin
Title:		Director

BUYER:
SATCO INTERNATIONAL, LIMITED

/s/ Stephen H. Smoot
Name:		Stephen H. Smoot
Title:		Authorized Signatory

EX-2 3 dex2.htm JOINT FILING AGREEMENT JOINT FILING AGREEMENT

Exhibit 2

JOINT FILING AGREEMENT

This Agreement is filed as an exhibit to Amendment No. 6 being filed by Firebird Avrora Advisors LLC, FGS Advisors, LLC, Firebird Global Master Fund, Ltd., Firebird Management LLC, Harvey Sawikin and James Passin in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, hereby agree that the statement on Schedule 13D to which this Agreement is attached as an exhibit is, and any amendments thereto filed by any of us will be, filed on behalf of each such company, that each such person is responsible for the timely filing of the Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such company contained therein.


Date: August 3, 2010				Firebird Avrora Advisors LLC

				/s/ Harvey Sawikin
				Name Harvey Sawikin
				Title: Principal

				Firebird Management LLC

				/s/ Harvey Sawikin
				Name: Harvey Sawikin
				Title: Principal

				FGS Advisors LLC

				/s/ James Passin
				Name: James Passin
				Title: Principal

				Firebird Global Master Fund, Ltd.

				/s/ James Passin
				Name: James Passin
				Title: Director

				FG2 Advisors LLC

				/s/ James Passin
				Name: James Passin
				Title: Principal

				/s/ Harvey Sawikin
				Name: Harvey Sawikin

				/s/ James Passin
				Name: James Passin

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