SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Passin James

(Last)

(First)

(Middle)

152 WEST 57TH STREET, 24TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CASPIAN SERVICES INC [ CSSV.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001	07/31/2007		P		833,331	A	$9⁽¹⁾	6,908,331	I	See footnotes.⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$4	07/31/2007		P		277,777		07/31/2007	07/31/2010	Common Stock, par value $0.001	277,777	$9	1,277,777	I	See footnotes.⁽²⁾⁽³⁾
Option (Right to Buy)	$3	08/01/2005		A		25,000		08/01/2006	08/01/2015	Common Stock, par value $0.001	25,000	$0⁽⁴⁾	25,000	D

Explanation of Responses:

1. The securities subject to this Form 4 were purchased as Units at the price listed in Column 4 of Table I and in Column 8 of Table II.

2. The Reporting Person is a manager and a member of FGS Advisors, LLC ("FGS") and FG2 Advisors, LLC ("FG2"), a member of Firebird Avrora Advisors LLC ("Avrora"), and may be deemed to share control of FGS and FG2. FGS, FG2 and Avrora act as investment advisers to, respectively, Firebird Global Master Fund, Ltd. ("Global"), Firebird Global Master Fund II, Ltd. ("Global II") and Firebird Avrora Fund, Ltd., which, together with affiliates Firebird Republics Fund, Ltd. and Firebird New Russia Fund, Ltd. (each a "Fund" and collectively, the "Funds"), own the securities subject to this Form 4. FGS is also the General Partner of Firebird Global Fund, L.P., and FG2 is also the General Partner of Firebird Global Fund II, L.P., which invest substantially all of their assets in Global and Global II, respectively. As investment advisers to certain of the Funds, each of FGS, FG2, Avrora has voting and investment control with respect to the securities held by the Fund or Funds that it advises.

3. The Reporting Person may be deemed to have an indirect interest in certain of the securities owned by Firebird Global Master Fund, Ltd., Firebird Global Master Fund II, Ltd. and Firebird Avrora Fund, Ltd. through his indirect holdings therein. The Reporting Person disclaims beneficial ownership of all securities except to the extent of any pecuniary interest therein and this filing should not be deemed an admission of beneficial ownership for Section 16 purposes or any other purpose.

4. The options were granted to Mr. Passin in his capacity as a director of the Issuer.

Remarks:

	/s/ James Passin	08/02/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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