UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

CASE NO. 1:20-cv-23402-JEM

LEON GOLDSTEIN, 

Plaintiff,

v.

OLEG FIRER, IGOR “GARY” GELMAN,

and STAR EQUITIES, LLC,

Defendants.

_________________________________________

COMPLAINT

Plaintiff LEON GOLDSTEIN sues Defendants OLEG FIRER, IGOR “GARY” GELMAN, 

and STAR EQUITIES, LLC.

INTRODUCTION

1. Defendants ran an illicit fundraising and money management scheme in violation 

of the Federal and State securities laws, a scheme by which they misled Plaintiff into purchasing 

unregistered non-exempt securities in Star Development Limited (“Star Development Ltd.”), a 

Grenadian company, by lying in the operating agreement about the amounts of Defendants Oleg 

Firer’s and Igor “Gary” Gelman’s capital contributions to Star Development Ltd. and/or by 

misrepresenting and/or misattributing other investors’ capital contributions as their own. The 

shares in the Star Development Ltd. sold to Plaintiff Goldstein constituted investment contracts

and therefore securities. Defendants groomed Plaintiff Goldstein into investment under false 

promises of sky-high returns in a short period of time (less than six months) coupled with the 

misrepresentations about the amounts Defendants Firer and Gelman invested into the Star 

1. Violation of the Securities Exchange 

Act of 1934 15 U.S.C. § 78j(b); Rule 

10b-5; 17 C.F.R. § 240.10b-5;

2. Liability of Controlling Persons, 15 

U.S.C. § 78t;

3. Violation of the Florida's Securities 

Investor Protection Act, Fla. Stat. § 

517.011 et seq.; and

4. Fraudulent Misrepresentation.

Case 1:20-cv-23402-JEM Document 26 Entered on FLSD Docket 06/11/2021 Page 1 of 11
Development Ltd. The purpose of these misrepresentations was to induce Plaintiff to entrust funds, 

in the form of initial capital contributions into the Star Development Ltd.

1 However, 

unencumbered by the risk of loss of their own monies, i.e. their own capital contributions into Star 

Development Ltd., Defendants Gelman and Firer were de facto unlicensed brokers of securities

working without registration and regulatory supervision of the Florida Office of Financial 

Regulation, Division of Securities, Securities and Exchange Commission, and/or Financial 

Industry Regulatory Authority Inc.

PARTIES, JURISDICTION AND VENUE

2. Plaintiff LEON GOLDSTEIN is an individual residing in Florida. 

3. Defendant OLEG FIRER is an individual residing and doing business within this 

District.

4. Defendant IGOR “GARY” GELMAN is an individual residing and doing business 

within this District.

5. Defendant STAR EQUITIES LLC is a Florida limited liability company doing 

business within this District. 

6. Section 78aa of the Securities Exchange Act of 1934 grants this Court jurisdiction 

over claims asserted in Counts I and II. Additionally, pursuant to section 78aa, venue is properly 

laid in this District, because the Defendants are found or are inhabitants or transact business in the 

Southern District of Florida. The Court’s pendent jurisdiction over state law claims is invoked

under section 1367 of Title 28, since the state claims form part of the same controversy. 

 

1 Defendants peddled and sold securities to other descendants from Ukraine and Russia. One such 

duped investor has sued Firer and companies controlled by him as part of another action filed in 

this District and titled Linco Enterprises Inc. v. Firer et al., Case No. 1:20-cv-22234-JEM. 

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BACKGROUND ALLEGATIONS

7. In the wake of Oleg Firer’s appointment by the Grenadian government as Grenada’s 

Ambassador to Russia, Defendant Firer together with his sidekick Defendant Gelman solicited 

investors in Moscow, Miami, and Odessa for “Project Boeuf,” including Plaintiff Goldstein, 

supposedly for a development of a small hotel under Hilton’s CurioTM brand, on a 3.67 acre parcel 

located on Parc a Boeuf in the St. George Parish, Grenada. Defendants Firer and Gelman touted 

that “Project Boeuf” would soon receive a license for Grenada’s Citizenship by Investment 

Program, the fundraised monies from which would be used in furtherance of the land 

improvement.

8. On various occasions during the months of October and November 2017, in person 

and over the phone Defendants Firer and Gelman represented to Plaintiff Goldstein that they have 

identified and purchased through Star Development Ltd. real estate worth $4,200,000.00 in 

Grenada on which Project Boeuf would operate. Plaintiff Goldstein knew Defendants Firer and 

Gelman for at least 10 years, had business affairs with them previously, and generally trusted them.

Defendants Firer and Gelman told Plaintiff Goldstein that each had himself invested $840,000 in 

Project Boeuf, and that Plaintiff Goldstein could do so too for a one-fifth interest in a project that 

would generate substantial profits in a short period of time (less than six months).

9. On December 5, 2017, at or about noon, Plaintiff Goldstein met with Defendant 

Gelman in the lobby of the building where Plaintiff Goldstein lived, at 17555 Collins Avenue in 

Sunny Isles Beach—a date, time, and location agreed upon and set by Gelman. As previously 

instructed by Firer and Gelman, Plaintiff Goldstein had with him a check in the amount of 

$840,000.00 written to Star Equities LLC. Defendant Gelman brought with him the “Limited 

Liability Company Operating Agreement for Star Development Limited, a Limited Liability 

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Company,” a true and accurate copy of which is attached hereto as Exhibit 1 (hereinafter, “Star 

Development Ltd. Operating Agreement”). When the Star Development Ltd. Operating 

Agreement was offered for signature to Plaintiff Goldstein, unbeknownst to Plaintiff Goldstein, it 

contained untrue statements of material fact, purporting Gelman’s capital contribution of

$840,000.00 and Firer’s capital contribution of $840,000.00, while in reality neither of them has

contributed any such amounts. At this meeting, Defendant Gelman reiterated to Plaintiff Goldstein 

that the $4.2M realty for the Project Boeuf was acquired. These misrepresentations were 

continuing in nature, because neither Defendant ever corrected them. 

10. In reliance upon the misrepresentations made by Defendants Firer and Gelman 

before the meeting, Plaintiff Goldstein had arranged for Pinnacle Three Corporation to loan him 

the purchase price for the twenty percent interest in Star Development Ltd., causing Pinnacle Three 

Corporation to issue a check payable to Star Equities in the amount $840,000, which check Mr. 

Goldstein brought to the meeting. (A copy of this check is made a part of Exhibit 1.) 

11. In reliance upon the misrepresentations, Plaintiff Goldstein delivered the $840,000 

check that was subsequently negotiated by Star Equities. Plaintiff Goldstein believed he was 

purchasing a twenty percent interest in Star Development Ltd., which company was capitalized as 

shown in the Star Development Ltd. Operating Agreement. Only in mid-April 2020 did Plaintiff 

Goldstein independently learn that Gelman’s and Firer’s capital contributions as purported to 

Plaintiff Goldstein were false, and that neither of them contributed the $840,000.00 amount.

12. The misrepresentation that the $4.2M realty for the Project Boeuf had been acquired 

was false. Not until January 19, 2018 did Star Development Ltd. acquire the Grooms Beach land 

parcels, but not for $4.2M as purported previously by Firer and Gelman, but for $1,450,000.00. 

This Plaintiff Goldstein found out only in June 2020, independently. 

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13. On December 5, 2015, when Plaintiff Goldstein was led to believe he was 

purchasing an interest in Star Development Ltd. worth $840,000, in reality the interest was worth 

zero. 

14. At all relevant times, Defendants have made representations, acknowledged, and/or 

manifested to Plaintiff that they were each other’s agents and were acting within the scope of their 

authority when each made the misrepresentations as alleged herein. The payment of $840,000 to 

Star Equities was as a result of Plaintiff Goldstein's reasonable belief in the truthfulness of 

Defendants’ representations and/or manifestations that they are and were each other’s agents, and 

said payment arranged by Plaintiff Goldstein reflected his change in position on their 

representations and manifestations.

15. Plaintiff Goldstein retained the undersigned counsel and is obligated to pay 

reasonable attorney’s fees and costs in prosecution of this action.

COUNT ONE: VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

15 U.S.C. § 78j(b); RULE 10B-5; 17 C.F.R. § 240.10b-5

[ALL DEFENDANTS]

16. Plaintiff Goldstein restates the allegations in paragraphs 1 through 14 entirely.

17. On December 5, 2017, at the time and location as more particularly alleged above, 

Plaintiff Goldstein purchased an investment in a commercial and/or financial business enterprise 

with the expectation that profits or other gain would be produced by others. The units and/or shares 

in Star Development Ltd. constitute a security.

18. Defendants used instrumentalities of interstate commerce, such as mails, telephone, 

Internet, and/or other form of electronic communication, in connection with their sale and Plaintiff 

Goldstein’s purchase of the securities.

19. Defendants employed a device, scheme, or artifice to defraud – alleged in 

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paragraphs 1-14 – in connection with the purchase or sale of a security. 

Alternatively, Defendants made misrepresentation of a material fact, or omitted a 

material fact – alleged in paragraphs 1-14 – in connection with the purchase or sale of a security.

Alternatively, Defendants engaged in an act, practice, or course of business – as 

alleged in paragraphs 1-14 in connection with the purchase or sale of a security – that operated or 

would operate as a fraud or deceit on any person.

20. Neither on the date and at the time of signing the Exhibit 1 nor at any time thereafter, 

did any of the Defendants ever disclose to Plaintiff that the dollar amounts, purporting to reflect

capital contributions by Defendants Gelman and Firer on the schedule of capital contributions in 

the Star Development Ltd., were in fact untrue. While “on paper” Plaintiff Goldstein for 

$840,000.00 was purchasing 20% of a $4,200,000.00 asset, in reality it was not so, and Defendants

omitted disclosure of these material facts to Plaintiff.

21. Had Plaintiff known of Defendants’ misstatements as to capital contributions and/or

omission of truth regarding capital contributions, and had Plaintiff known that Defendants could 

not lawfully sell non-exempt securities to Plaintiff Goldstein without prior registration, there is a 

substantial likelihood that Plaintiff would have attached importance to the misrepresented or 

omitted facts in determining its course of action, and would not have purchased the securities. Put 

another way, a reasonable investor, like Plaintiff Goldstein, would view the misstated or omitted 

facts as significantly altering the total mix of available information. 

22. Defendants acted knowingly or with severe recklessness in manipulating Plaintiff 

into purchasing the securities in the Star Development Ltd. As circumstantial evidence of intent to 

deceive, Plaintiff alleges: 

(a) Defendants never accounted for monies due and owing to Plaintiff; 

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(b) Firer and Gelman never disclosed the true sums of their capital contributions 

into Star Development Ltd.; 

(c) Defendants never disclosed that they could not lawfully sell non-exempt 

securities of Star Development Ltd. to Plaintiff without prior registration;

(d) On July 13, 2020 Defendant Gelman came to see in person Plaintiff 

Goldstein purportedly “to smooth things over” on behalf of himself, Firer, and other Defendants.

However, when confronted by Plaintiff about the amount of capital contributions as reflected on 

Exhibit 1, and about the purchase price of the Project Boeuf realty, Gelman still lied, stating that 

that land was purchased for $3.8 million.

23. On December 5, 2017, at the time and place as more specifically alleged above, 

Plaintiff reasonably relied on Defendants’ misrepresentations and omissions concerning the 

securities, taking in consideration:

• Plaintiff’s relative unsophistication in matters involving securities;

• Existence of a long-term business and personal relationship between 

Plaintiff Goldstein and Defendants Firer and Gelman;

• Plaintiff’s lack of independent access to information concerning Defendants 

Gelman and Firer’s capital contributions into the Star Development Ltd.,

and omissions concerning non-exempt status of the unregistered securities;

• Defendants owed a fiduciary duty to Plaintiff Goldstein by virtue of his

membership in the Star Development Ltd.;

• Defendants concealed the misrepresentations and/or omissions regarding 

capital contributions and/or regarding the fact that Plaintiff is purchasing 

securities which must have been registered with the Securities and 

Case 1:20-cv-23402-JEM Document 26 Entered on FLSD Docket 06/11/2021 Page 7 of 11
Exchange Commission, but in fact were not; and

• Defendants were the ones who initiated the sale of securities in Star 

Development Ltd. transactions and/or sought to expedite them.

24. As a proximate result of Defendants’ deception and/or manipulation in connection 

with the purchase and sale of securities, Plaintiff Goldstein purchased unregistered, non-exempt 

securities in Star Development Ltd., delivered $840,000 to Star Equities, which entity has not

returned any part of the purchase price, and Plaintiff Goldstein suffered economic losses.

25. Defendants’ deception and/or manipulation in connection with the purchase and 

sale of securities was proximately responsible for Plaintiff’s loss, because: (a) at the time of sale 

it was illegal for Defendants to sell unregistered non-exempt securities, and since at the time of 

each sale there was no market for unregistered non-exempt securities, their market value was zero, 

or next to nothing; and/or (b) Plaintiff Goldstein’s 20% interest was diluted to circa 5.8%.

COUNT TWO: LIABILITY OF CONTROLLING PERSONS: 15 U.S.C. § 78t

[FIRER]

26. Plaintiff restates the allegations in paragraphs 1 through 14 and 17 through 25

entirely.

27. The Defendants violated the Exchange Act of 1934 as more specifically alleged in 

Count I.

28. Defendant Firer by virtue of being a manager of the Star Development Ltd. and Star 

Equities, LLC had the power to control the general business affairs of the Star Development Ltd. 

and Star Equities, LLC and had the power to directly control or influence the specific company 

policies that created the scheme and/or resulted in the sale of securities to Plaintiff as alleged 

above.

29. Defendants Firer had control over the statements made in the Star Development 

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Ltd. Operating Agreement, Exhibit 1, including those misrepresenting the capital contributions by 

Defendants Gelman and Firer into the Star Development Ltd.

30. Defendants Firer had control over the bank account of Star Equities, LLC, which 

received the funds that Plaintiff Goldstein gave in-hand to Gelman on December 5 to acquire an 

interest in Star Development Ltd. 

31. As a direct and proximate result of Defendants’ deception and/or manipulation in 

connection with the purchase and sale of securities in the Star Development Ltd., Plaintiff 

purchased $840,000.00 worth of unregistered securities and suffered economic losses in the 

amount to be proven at trial.

COUNT THREE: VIOLATION OF FLORIDA’S SECURITIES INVESTOR PROTECTION ACT

FLA. STAT. § 517.011, ET SEQ.

[ALL DEFENDANTS]

32. Plaintiff restate the allegations in paragraphs 1 through 15 and 17 through 25

entirely.

33. Defendants acted at least negligently in manipulating Plaintiff into purchasing 

securities in the Star Development Ltd. 

34. Any agent of seller which has personally participated in sale of security is liable for 

FSIPA violations, whether agent is corporation, partnership, or natural person. Defendants Star 

Equities, Gelman, and Firer, as persons directors, officers, partners, or agents of the Star 

Development Ltd., are jointly and severally liable to Plaintiff. 

COUNT FOUR: FRAUDULENT MISREPRESENTATION

[ALL DEFENDANTS]

35. Plaintiff restate the allegations in paragraphs 1 through 14 entirely.

36. Firer and Gelman made false statements concerning a material fact, specifically 

Defendants misrepresented in the Exhibit 1 the amounts of Defendants Firer and Gelman’s capital 

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contributions into the Star Development Ltd. and/or misattributed other investors’ capital 

contributions as their own and they misrepresented that Star Development Ltd. controlled an asset 

worth $4,200,000.

37. Defendants knew the statements were false when they made them and when Star 

Equities, LLC accepted the monies obtained from Plaintiff Goldstein in reliance upon the false 

statements.

38. Defendants intended that Plaintiff would rely on these false statements so that 

Plaintiff would arrange for $840,000 to be transferred for an investment into Star Development 

Ltd. based upon the mistaken belief that Firer and Gelman had each personally invested the same 

amount in the undertaking and that Star Development Ltd. had acquired an asset worth 

$4,200,000.00 before Plaintiff Goldstein invested. Under no circumstance would Plaintiff 

Goldstein made an investment of $840,000 if he had know that neither Firer nor Gelman had 

invested the same amount for their one-fifth interest in Star Development Ltd. and that Star 

Development Ltd. had not acquired any real estate, let alone real estate worth $4,200,000.

39. Plaintiff relied on Defendants’ false statements, since the falsity could have not 

been discovered by Plaintiff, because the knowledge about capital contributions was in 

Defendants’ sole possession and/or control.

40. The false statements were a legal cause of Plaintiff’s financial losses.

41. Based upon the intentional misconduct underlying the claim for relief made in this 

count, the defendants are liable for punitive damages.

WHEREFORE, Plaintiff respectfully requests the Honorable Court as follows:

(a) Rescind the operating agreement between Leon Goldstein and Star Development 

Limited and order the return of $840,000.00 paid on behalf of Leon Goldstein as consideration for 

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purchase of the membership unitsin Star Development Limited, together with prejudgment interest

on same amount;

(b) Award Plaintiff actual damages arising out of purchase and sale of units and/or 

shares in Star Development Ltd., in the amount to be proven at trial but no less than $840,000.00, 

together with prejudgment interest;

(c) Award Plaintiff such additional damages, including, without limitation, punitive 

damages, over and above the amount of their actual damages, that are authorized and warranted 

by law;

(d) Award Plaintiff court costs and attorney’s fees pursuant to Fla. Stat. §§ 517.211;

and

(e) Award such other relief as this Court deems just and appropriate.

Respectfully submitted,

Co-Counsel for the Plaintiff/CounterDefendant

GHERMAN LEGAL 

777 Brickell Ave Ste 500

Miami, Florida 33131-2803

Phone: (305) 889-7890

sgherman@ghermanlaw.com 

By: /s Sergiu Gherman

Sergiu Gherman, FBN 37031

Co-Counsel for the Plaintiff/CounterDefendant

BENNETT & AIELLO

Temporary Address for Mail

3471 Main Highway, Suite 206

Coconut Grove, Florida 33133-5929

Phone: (305) 358-9011

paiello@bennettaiello.com

By: /s Paul Aiello

Paul Aiello, FBN 909033

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on June 11, 2021 the foregoing document is being served this 

day on all attorneys of record through the CM/ECF website for this judicial district.

By: /s/ Paul Aiello

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