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Case No. 1:20-cv-22234- MARTINEZ-BECERRA

LINCO ENTERPRISES, INC.

Plaintiff,

v.

OLEG FIRER, EZ CAPITAL FUND, LLC, 

STAR CAPITAL MANAGEMENT, LLC,

And STAR EQUITIES, LLC,

Defendants.

________________________________________________/

OLEG FIRER, EZ CAPITAL FUND, LLC, 

STAR CAPITAL MANAGEMENT, LLC,

And STAR EQUITIES, LLC,

Counter-Plaintiffs,

v.

LINCO ENTERPRISES, INC,

Counter-Defendant,

________________________________________________/

DEFENDANTS’ LOCAL RULE 56.1 STATEMENT OF MATERIAL FACTS

THAT ARE NOT GENUINELY DISPUTED

Defendants / Counter-Plaintiffs OLEG FIRER (“Firer”), EZ CAPITAL FUND, LLC, 

(“EZ Capital”), STAR CAPITAL MANAGEMENT, LLC, (“Star Capital”), STAR EQUITIES, 

LLC, (“Star Equities”) (collectively “Defendants”), by and through their undersigned counsel, 

and pursuant to the Federal Rules of Civil Procedure and the Local Rules and Procedures for the 

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Miami Division

Case 1:20-cv-22234-JEM Document 89 Entered on FLSD Docket 08/16/2021 Page 1 of 9
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Southern District of Florida, hereby submit this Local Rule 56.1 Statement Of Material Facts That 

Are Not Genuinely Disputed:

A. Plaintiff Linco Enterprises, Inc.

1. At all times, Plaintiff Linco Enterprises, Inc. (“Linco”) has been controlled by 

Sergey Khazarov (“Khazarov”). Exh. 6, Deposition of Linco (“Linco Depo.”) p. 13/lines 22-25.

2. Khazarov is and was the only shareholder and employee of Linco. Exh. 6, Linco 

Depo., p.12/line 15 to p.13/line 2.

3. In 2014, Khazarov inherited at least $1,280,000.00 from his deceased father. Exh.

6, Linco Depo., p. 162/line 8 to p.167/line 3.

4. Beginning in 2015, Khazarov has been the officer of at least three companies which 

he invested a total of $500,000.00, and consisted of either funds and/or putting in labor or work. 

Exh. 6, Linco Depo., p. 16/line 6 to p.17/line 21, p.21/lines 10-19, p. 22/line 9 to p.23/line 12.

5. Khazarov met non-party Igor Gary Gelman (“Gelman”) at Charles de Gaulle 

Airport in November 2016. Exh. 6, Linco Depo., p. 28/lines 12-23.

B. VG Financing, LLC

6. In December 2016, Gelman first told Khazarov that VG Financing, LLC was a 

financial product that Gelman and Firer brought to Russia. Exh. 6, Linco Depo., p. 36/lines 4-9.

7. EZ Capital is an owner of VG Financing. Exh. 6, Linco Depo., to p. 71/ lines 9-19.

8. In March 2017, Khazarov was offered an opportunity to invest in EZ Capital and 

non-party Unified Advance, LLC (“Unified Advance”). Exh. 6, Linco Depo., p. 50/lines 6-11.

C. EZ Capital.

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9. Linco became a member of EZ Capital by signing EZ Capital’s operating 

agreement in March 2017 (“EZ Capital’s Operating Agreement”). Exh. 6, Linco Depo., 

p.54/lines 8-14, p. 84/lines 6-21.

10. EZ Capital’s Operating Agreement signed by Linco is attached hereto as Exhibit 1.

11. Exhibit A to EZ Capital’s Operating Agreement, signed by Linco, stated that

“Capital Contributions and Initial Capital Account of the Member” in the column above the 

amounts next to the identified members’ names. Exh.1, EZ Capital’s Operating Agreement at 

Exhibit A.

12. EZ Capital’s Operating Agreement, signed by Linco, stated that that “Capital 

Contribution” consists of “the total cash and Fair Market Value of other property contributed to 

the equity of the Company by a Member...” Exh.1, EZ Capital’s Operating Agreement, at ¶1.04.

13. EZ Capital’s Operating Agreement, signed by Linco, stated that “The Members and 

Warrant Holders have made (or are deemed to have made) Capital Contributions with respect to 

Class A Units, Class B Units and Warrants in amounts reflected opposite each Member’s name in 

Exhibit A and Exhibit B hereto . . .” Exh. 1, EZ Capital’s Operating Agreement, at ¶ 3.03(a).

14. In July 2017, Linco signed Amendment No. 1 to the Limited Liability Company 

Agreement of EZ Capital Fund (“EZ Capital Amendment”), which showed that Linco

contributed an additional $300,000.00 for an additional 5% membership interest in EZ Capital. 

Exh. 6, Linco Depo., p.97/line 23 to p.98/ line15.

15. The EZ Capital Amendment signed by Linco is attached hereto as Exhibit 2.

16. Linco alleges that he was told, in March 2017, prior to Linco signing EZ Capital’s 

Operating Agreement, that the word “capital contribution” on Exhibit A to EZ Capital’s Operating 

Agreement and Exhibit A to EZ Capital Amendment to means amount of money contributed in 

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the form of cash. Exh. 6, Linco Depo., p.88/lines 11-15, p.95/line 19 to p.96/line 1, p. 98/lines 11-

15.

17. Linco does not know how much money in the form of cash was contributed by Star 

Equities or Gelman since formation of EZ Capital. Exh. 6, Linco Depo., p. 88/line 20 to p.89/line 

6.

18. EZ Capital has never had any assets other than VG Financing. Exh. 6, Linco Depo., 

p. 101/ lines 22-24.

19. The operations of VG Financing were the only business of EZ Capital. Exh. 6, 

Linco Depo., p. 219/line 23 to p.220/line 1.

20. Income from VG Financing was EZ Capital’s sole source of income. Exh. 6, Linco 

Depo., p.101/line25 to p. 102/line 5.

21. Linco believes that its chances of getting money out of its EZ Capital contribution 

are “slim” because of the operations of VGF Financing are such that: “they don't have the website 

anymore. They sold all the furniture off. They practically -- they have fired almost all the 

employees and one of the investors brought a lawsuit against them and got a ruling, that of 

recovering 70 percent of the amount that was invested or advanced to the merchants. And on top 

of that, a few weeks ago they stopped sending investor reports to me.” Exh. 6, Linco Depo., p.

220/lines 4-20.

22. Linco’s believes its membership interest in EZ Capital has no value because there 

is no market for the membership interest. Exh. 6, Linco Depo., p. 113/lines 10-16.

23. Linco does not know what the $600,000.00 that it contributed to EZ Capital was 

used for. Exh. 6, Linco Depo., p.112/lines 13-16.

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24. Linco believes its membership interest in EZ Capital has no value because it does 

not know what the money was used for. Exh. 6, Linco Depo., p. 113/lines 17-20.

D. Unified Advance.

25. Linco became a member of Unified Advance by signing Unified Advance’s 

Operating Agreement in March 2017 (“Unified Advance Operating Agreement”). Exh. 6, Linco 

Depo., p.114/lines 5-7,p.127/lines 16-24, p. 129/lines 7-13.

26. The Unified Advance Operating Agreement signed by Linco is attached hereto as 

Exhibit 3.

27. Exhibit A to Unified Advance’s Operating Agreement, signed by Linco, stated that 

“Capital Contributions and Initial Capital Account of the Member” in the column above the 

amounts next to the identified members’ names. Exh. 3, Unified Advance Operating Agreement, 

at Exhibit A.

28. Linco alleges that prior to Linco signing the Unified Advance Operating 

Agreement, Linco says he was told that the $750,000.00 next to the names of Star Equities and 

Gelman on Exhibit A to the Unified Advance Operating Agreement means that Star Equities and 

Gelman contributed $750,000.00 in cash. Exh. 6, Linco Depo., p.131/line 24 to p.132/line 7.

29. Unified Advance’s Operating Agreement, signed by Linco, stated that that “Capital 

Contribution” consists of “the total cash and Fair Market Value of other property contributed to 

the equity of the Company by a Member... .” Exh. 3, Unified Advance Operating Agreement, at 

¶1.04.

30. Unified Advance’s Operating Agreement, signed by Linco, stated that “The 

Members and Warrant Holders have made (or are deemed to have made) Capital Contributions 

with respect to Class A Units, Class B Units and Warrants in amounts reflected opposite each 

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Member’s name in Exhibit A and Exhibit B hereto... .”Exh.3, Unified Advance Operating 

Agreement, at ¶ 3.03(a).

31. Linco also invested in Unified Advance’s portfolios, for an amount totaling

$100,000 and received monthly reportings regarding these portfolios. Exh.6, Linco Depo., p.

211/lines 4-11.

32. Unified Advance is no longer in business and was administratively dissolved in 

2018. Exh.6, Linco Depo., p.170/lines 6-12; Sunbiz, Unified Advance, LLC, 

http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName

&directionType=Initial&searchNameOrder=UNIFIEDADVANCE%20L150000631430&aggreg

ateId=flal-l15000063143-c4dfc569-de7f-412b-b6b6-

c265d92f4f96&searchTerm=Unified%20Advance&listNameOrder=UNIFIEDADVANCE%20L

150000631430 (last visited August 14, 2021).

33. Linco does not know why Unified Advance is no longer in business. Exh.6, Linco 

Depo., p.170/line9-12, p.171/lines 7-15.

34. The Settlement Agreement and Release (“Settlement Agreement and Release”) 

signed by Linco is attached hereto as Exhibit 4. 

35. Linco signed the Settlement Agreement and Release on June 4, 2019, and received 

$150,000.00. Exh.6, Linco Depo., p.135/line 22 to p.136/line 4; Exh. 4, Settlement Agreement and 

Release, at Article 1.01 (a).

36. Linco signed the Settlement Agreement and Release “[b]ecause I wanted to get my 

money back. I don’t know how to answer this, I just wanted to get it back.” Exh.6, Linco Depo., 

p.188/line 21 to p. 189/line 8.

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37. Linco is no longer a member of Unified Advance, and has no membership interest 

in Unified Advance, after signing the Settlement Agreement and Release. Exh. 6, Linco Depo., 

p.162/lines 3-7.

E. Star Capital Management.

38. Star Capital’s business was to be involved in the building of a hotel on the island 

of Grenada. Exh. 6, Linco Depo., p. 171/lines 16 to 172/lines 4.

39. In November 2017, Linco became a member of Star Capital by signing Amendment 

No. 1 to the Limited Liability Company Agreement of Star Capital Management, LLC (“Star 

Capital Amendment”) and contributing $480,000 to obtain a 16.6% membership interest. Exh.

6, Linco Depo., p. 172/lines 5-9.

40. The Star Capital Amendment signed by Linco is attached hereto as Exhibit 5.

41. Linco signed the Star Capital Amendment but never asked for the operating 

agreement of Star Capital. Exh.6, Linco Depo.p. 179/lines 7-23.

42. Star Capital does not have an operating agreement. Exh.6, Linco Depo., p.

179/lines 7-23.

43. Linco alleges it was told, in November 2017, prior to Linco signing the Star Capital 

Amendment, that the $1,158,000.00 next to the names of Gelman and Star Equities on Exhibit A 

to the Star Capital Amendment meant the amount was an investment in cash. Exh. 6, Linco Depo., 

p. 196/lines 12-22.

44. In September 2019, Linco sold its membership interest in Star Capital for 

$420,000.00 pursuant to the Class B Common Share Purchase Agreement. Exh.6, Linco Depo. p. 

172/13-16, p.191/line 24 to p.192/line 1.

45. The Class B Common Share Purchase Agreement is attached hereto as Exhibit 7.

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46. The reason Linco sold its interest through the Class B Common Share Purchase 

Agreement was that “The purpose was that Oleg Firer through Star Equities, was going to buy my 

shares out, to buy out my shares in the hotel.” Exh.6, Linco Depo., p. 190/lines 22-25.

47. Nothing was said by Linco about withdrawing from Star Capital when Linco sold 

its interest in Star Capital. Exh.6, Linco Depo., p. 192/line 13 to p/193/line 8.

Dated: August 16, 2021 Respectfully submitted,

s/Steven D. Weber

Steven D. Weber

Fla. Bar. No.: 47543

STARK WEBER PLLC

1221 Brickell Avenue

Suite 900

Miami, FL 33131

Tel: 305-377-8788

steve@starkweber.com

Counsel for Defendants

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 16th day of August 2021, I served the foregoing 

document by this Court’s CM/ECF system on the following:

Sergiu Gherman

Sergiu Gherman

Fla. Bar No. 37031

sgherman@ghermanlaw.com

Gherman Legal Pllc

25 SE 2nd Ave. Ste. 808

Miami FL 33131-1603

Attorney for Plaintiff

Paul Aiello

Florida Bar No. 0909033

BENNETT & AIELLO

3471 Main Highway, Suite 206

Coconut Grove, Florida 33133-5929

Case 1:20-cv-22234-JEM Document 89 Entered on FLSD Docket 08/16/2021 Page 8 of 9
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Phone: (305) 358-9011

Facsimile: (305) 358-9012

paiello@bennettaiello.com

Attorney for Plaintiff

s/Steven D. Weber

Case 1:20-cv-22234-JEM Document 89 Entered on FLSD Docket 08/16/2021 Page 9 of 9