1

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

(MIAMI)

CASE NO. 20-23402-CIV-MARTINEZ-BECERRA

LEON GOLDSTEIN,

Plaintiff,

v.

OLEG FIRER, IGOR “GARY” GELMAN, and

STAR EQUITIES, LLC

Defendants.

____________________________________/

DEFENDANTS’ MOTION TO DISMISS PLAINTIFF’S AMENDED COMPLAINT AND 

INCORPORATED MEMORANDUM OF LAW

Defendants OLEG FIRER (“Firer”), IGOR “GARY” GELMAN (“Gelman”), and STAR 

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

counsel, hereby file this Motion to Dismiss the Amended Complaint and Incorporated 

Memorandum of Law (the “Motion”) filed by Leon Goldstein (“Goldstein”), pursuant Fed. R. Civ. 

P. 12(b)(1) and Fed. R. Civ. P. 12(b)(6), and in support, state as follows:

INTRODUCTION

Goldstein’s attempt to save his flawed claims through an amended complaint is futile. 

First, Goldstein lacks standing to bring the claims. This Court already found that Goldstein did 

not have any standing as a “nominee” to Pinnacle Three Corporation, who was a plaintiff when 

this case was filed but has not been named a plaintiff in the Amended Complaint. See ECF No. 

[1], [25]. The Court offered Goldstein an opportunity to fix this flaw though amendment, and stated 

“the amended complaint should set out with sufficient clarity how each Plaintiff has standing.” 

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ECF No. [25] at 7. Goldstein did not do so. Rather than explain how Goldstein and Pinnacle each 

suffered an injury, Goldstein included new allegations that wholly contradict the allegations in the 

original complaint and the arguments made in opposition to the original motion to dismiss. 

Namely, Goldstein and Pinnacle Three Corporation had previously alleged and argued in detail 

that Goldstein had standing because Pinnacle Three Corporation had purchased the securities 

through Goldstein as a nominee, and that the law allowed shares to be held in the names of 

nominees. Given the Court’s ruling that such allegations were insufficient to show that either 

Goldstein or Pinnacle Three Corporation had standing to bring the claims, Goldstein has concocted 

a new theory: that Pinnacle Three Corporation loaned the money to Goldstein to purchase the 

shares, not as Pinnacle Three Corporation’s nominee, but as an individual. Courts in this district 

and elsewhere have recognized the general rule that a plaintiff may not contradict allegations made 

in a prior complaint in order to respond to arguments made in a motion to dismiss and avoid 

dismissal. This Court should adopt the reasoning in these decisions and ignore the new allegations 

of a purported loan and instead take the allegations that Goldstein purchased the shares as a 

nominee as true, and dismiss the claims for lack of standing.

Second, Goldstein is seeking an impermissible extraterritorial application of the Securities 

Exchange Act of 1934 15 U.S.C. § 78j(b); Rule 10B-5; 17 C.F.R. § 240.10b-5. Specifically, 

Goldstein has failed to plead that a transaction amounting to the purchase or sale of a security 

occurred in the United States. Instead, Goldstein alleges that he was presented the Operating 

Agreement and that he issued a check in Sunny Isles, Florida, but such underlying conduct does 

not amount to the transfer of title of the securities, which is required in the Eleventh Circuit to 

consummate a sale or purchase of a security. Therefore, this is additional reason as to why Counts 

I-II must be dismissed. 

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Both the lack of standing and the extraterritorial application of the securities laws are fatal 

to Goldstein’s claims and, therefore, the Court should dismiss the Amended Complaint with 

prejudice.

RELEVANT PROCEDURAL BACKGROUND

This case was commenced on August 17, 2020 through the filing of a complaint by 

plaintiffs Pinnacle Three Corporation (“Pinnacle”) and Goldstein. In the original complaint, ECF 

No. [1], Pinnacle and Goldstein purported to bring five claims against Defendants: (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.; (4) Violation of the Florida Deceptive and 

Unfair Trade Practices Act, Fla. Stat. § 501.203 et seq.; and, (5) Fraudulent Misrepresentation. In 

the original complaint, Pinnacle and Goldstein plead that Goldstein was holding the shares that 

Pinnacle had purchased in Goldstein’s name as Pinnacle’s “nominee” ECF No. [1] ¶¶ 1, 10, 11, 

13, 17, 20, 24, 31, 46(a).

On October 19, 2020, Defendants filed a motion to dismiss arguing, among other things, 

that Pinnacle and Goldstein lacked standing to bring the claims because they had not suffered an 

injury in fact. Specifically, the complaint alleged that Goldstein held the shares as a nominee to 

Pinnacle, who paid for the shares. This allegation showed that Goldstein had not suffered an injury 

in fact because the alleged wrongdoing did not affect Goldstein in a personal and individual way. 

ECF No. [10], Defendants’ Motion To Dismiss Plaintiffs’ Complaint And Incorporated 

Memorandum Of Law (“First MTD”), at 6). Similarly, Pinnacle lacked standing because the 

exhibits attached to the Complaint purported to show that Goldstein, and not Pinnacle, was a 

member of Star Development. Id. at 6-7. Defendants noted that Pinnacle’s claims “rely on the 

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conclusory allegation that Goldstein is an undefined ‘nominee,’ yet the exhibits to the Complaint 

demonstrate that Pinnacle had no participation in Star Development other than that Goldstein used 

money he obtained from Pinnacle to purchase an interest in Star Development for himself 

individually” and that Goldstein lacked standing “because any actions and injuries allegedly only 

affected and were suffered by Pinnacle.” Id. at 6-7.

On November 2, 2020, Pinnacle and Goldstein filed their opposition to the First MTD. 

ECF No. [12], Memorandum In Opposition To Defendants’ Motion To Dismiss Complaint

(“Response to First MTD”). In their Response to the First MTD, Pinnacle and Goldstein argued 

that the joinder of both plaintiffs at the outset of the litigation moots the standing objections. ECF 

No. [12] at 1-2. Furthermore, the Response also alleged that Goldstein had standing because he 

was the real party in interest, and “[t]he governing substantive law permits Pinnacle’s claims be 

asserted by a nominee.” Id at 2-3. They again alleged that Pinnacle had purchased the shares 

through Goldstein as a “nominee,” and cited Black’s Law Dictionary for the definition of nominee 

as “[a] person designated to act in place of another, usu[ally] in a very limited way. [and/or] A 

party who holds bare legal title for the benefit of others or who receives and distributes funds for 

the benefit of others.” Id. at 2 (quoting NOMINEE, Black’s Law Dictionary (11th ed. 2019)). They 

further argued that while Goldstein didn’t pay the $840,000 consideration, and Pinnacle did, the 

Companies Act of Grenada permits ownership (of Pinnacle) to be held through a nominee (i.e., 

Goldstein). Id. at 2. They concluded that at the motion to dismiss stage, Defendants and the Court 

“must accept allegations that for $840,000.00 Pinnacle procured to have Goldstein’s / nominee’s 

name on the Operating Agreement of Star Development Ltd, through which Operating Agreement 

Defendants delivered material misrepresentations falsities to Plaintiffs.” Id. at 3. 

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On June 2, 2021, the Court issued an order denying in part and granting in part the First 

MTD. ECF No. [25], Order Denying Defendants’ Motion To Dismiss Plaintiffs’ Complaint And 

Incorporated Memorandum Of Law (“Order”). As to standing, the Court agreed that 

inconsistencies between the allegations and attached exhibits made it unclear “as to whether it is 

Goldstein and/or Pinnacle that have suffered an injury in fact and, therefore, have standing to bring 

the current action.” Id. at 7. The Court then concluded that “Plaintiffs’ Complaint should be 

dismissed without prejudice as to this issue and the amended complaint should set out with 

sufficient clarity how each Plaintiff has standing.” Id.

On June 11, 2021, Goldstein (this time without Pinnacle) filed a new complaint, purporting 

to set forth four counts against Defendants: (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. ECF No. [26] (“Amended Complaint”)). Rather 

than explain how each plaintiff (Pinnacle and Goldstein) had standing (as ordered by the Court), 

Goldstein filed the Amended Complaint individually, Pinnacle was not named a plaintiff, and 

Goldstein contradicted the prior allegations and argument that Pinnacle had purchased the shares 

through Goldstein as a nominee by now alleging that Goldstein personally purchased the shares 

through a loan made by Pinnacle. ECF No. [26] ¶ 10. 

ALLEGED FACTUAL BACKGROUND

The crux of Goldstein’s Amended Complaint is that: “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 

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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.” ECF No. [26] ¶ 1. 

According to Goldstein, Defendants allegedly approached him for an investment in 

“Project Bouef,” consisting of the 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. ECF No. [26] ¶ 7. 

Thereafter, on various occasions, in person and over the phone, Defendants Firer and Gelman

allegedly represented to Goldstein that they had purchased through Star Development Ltd. real 

estate worth $4,200,000.00 in Grenada on which Project Boeuf would operate, and that each 

Defendant had invested $840,000 of its own money in the project. Id. ¶ 8. Goldstein alleges that

Defendants Firer and Gelman offered the him the opportunity of obtaining a one -fifth interest in 

Star Development Ltd. for a price of $840,000. Id.

According to Goldstein, on December 5, 2017, “Plaintiff Goldstein met with Defendant

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

Sunny Isles Beach” and, during that meeting, Goldstein provided a check in the amount of

$840,000.00 written to Star Equities LLC. Id. ¶¶ 9-10. Defendant Gelman allegedly offered 

Goldstein a copy of a “Limited Liability Company Operating Agreement for Star Development 

Limited, a Limited Liability Company,” (“Operating Agreement”) for his signature. Id. ¶ 9. 

Goldstein alleges that the Operating Agreement contained untrue statements because Defendants

Gelman and Firer had not contributed $840,000 each, as the document purported to show. Id.

Goldstein now alleges that he obtained a loan from Pinnacle in the amount of $840,000, 

and used that loan to purchase his 20% interest in Star Development Ltd. Id. ¶ 10. As discussed 

below, this new allegation of a loan contradicts Pinnacle’s and Goldstein’s prior factual 

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allegations. Also of note, Goldstein does not allege that the purchase was ever consummated or 

that he received the shares (and, in fact, the original complaint admitted that the “20% interest was 

never recorded in the corporate registry of Star Development Ltd and no shares certificate was 

ever issued to Plaintiffs.” ECF No. [1] ¶ 25). 

STANDARD OF REVIEW

“To survive a motion to dismiss, a complaint must contain sufficient factual matter, 

accepted as true, to ‘state a claim to relief that is plausible on its face.’” Ashcroft v. Iqbal, 556 U.S. 

662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). The complaint 

must offer more than mere “labels and conclusions” or “a formulaic recitation of the elements of 

the cause of action.” Twombly, 550 U.S. at 555.

A complaint must be dismissed if the plaintiff lacks standing. Stalley ex rel. U.S. v. 

Orlando Reg’l Healthcare Sys., Inc., 524 F.3d 1229, 1232 (11th Cir. 2008) (“Because standing is 

jurisdictional, a dismissal for lack of standing has the same effect as a dismissal for lack of subject 

matter jurisdiction under Fed. R. Civ. P. 12(b)(1) (quoting Cone Corp. v. Fla. Dep’t of Transp., 

921 F.2d 1190, 1203 n.42 (11th Cir. 1991))). “A defendant can move to dismiss a complaint under 

Rule 12(b)(1) for lack of subject matter jurisdiction by either facial or factual attack.” Id. at 1232. 

“A facial attack on the complaint requires the court merely to look and see if the plaintiff has 

sufficiently alleged a basis of subject matter jurisdiction, and the allegations in his complaint are 

taken as true for the purposes of the motion.” Id. at 1232-33 (quoting McElmurray v. Consol. Gov’t 

of Augusta–Richmond Cty., 501 F.3d 1244, 1251 (11th Cir. 2007)). 

Some courts in this district, as well as courts in other federal circuits and the Second Circuit 

Court of Appeals, have recognized that “[a]s a general rule, a plaintiff . . . may not plead facts in 

their amended complaint that contradict those in their original complaint.” Rubinstein v. Keshet 

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Inter Vivos Tr., 17-61019-CIV, 2017 WL 7796306, at *3 (S.D. Fla. Nov. 1, 2017) (quoting 

Hourani v. Mirtchev, 943 F. Supp. 2d 159, 171 (D.D.C. 2013)); Fernandez v. Sch. Bd. of MiamiDade Cty., 201 F. Supp. 3d 1353, 1361, n. 1 (S.D. Fla. 2016) (accepting the allegations from the 

original complaint where the amended complaint directly contradicted them after noting that “[t]he 

Court looks to several decisions from courts in the Second Circuit, which have held that courts 

‘[i]n rare circumstances... will consider prior pleadings...when the plaintiff directly contradicts the 

facts set forth in his original complaint.’”); Hourani v. Mirtchev, 943 F. Supp. 2d 159, 171 (D.D.C. 

2013) (stating that “[a] plaintiff, however, may not plead facts in their amended complaint that 

contradict those in their original complaint.”). When a plaintiff files an amended complaint, and 

pleads allegations that are contradictory to the allegations set forth in its previous complaint, “a 

court accepts the facts as described in the original complaint as true.” Rubinstein, 2017 WL 

7796306, at *3 (quoting Wallace v. New York City Dep't of Corr., 1996 WL 586797, at *2 

(E.D.N.Y. Oct. 9, 1996)); 2002 Lawrence R. Buchalter Alaska Trust v. Phila. Fin. Life Assur. Co., 

96 F.Supp.3d 182, 206 (S.D.N.Y.2015) (“In rare circumstances... [courts] will consider prior 

pleadings...when the plaintiff directly contradicts the facts set forth in his original complaint.”); 

Colliton v. Cravath, Swaine & Moore, LLP, No. 08–0400, 2008 WL 4386764, at *6 (S.D.N.Y. 

Sept. 24, 2008), aff'd, 356 Fed.Appx. 535 (2d Cir.2009) (per curiam) (accepting the facts as 

alleged in the original complaint as true for the purposes of a motion to dismiss where the plaintiff 

made a “transparent attempt...to amend his pleading[s] in order to avoid a dispositive defense” 

raised by the defendant and the amended complaint directly contradicted the original complaint); 

Barris v. Hamilton, No. 96–9541, 1999 WL 311813, at *2 (S.D.N.Y. May 17, 1999) (holding that 

a court “disregard the contradictory and manipulated allegations of an amended pleading.”).

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More recently, in March 2021, in the case Afr. Growth Corp. v. Republic of Angola, the 

Honorable District Court Judge Kathleen M. Williams in this District, adopted this rule. Afr. 

Growth Corp. v. Republic of Angola, No. 19-21995-CIV, 2020 WL 9219119, at *15, n. 13 (S.D. 

Fla. Aug. 13, 2020), report and recommendation adopted, No. 19-21995-CIV, 2021 WL 870534 

(S.D. Fla. Mar. 9, 2021).

1 Judge Torres cited to Hourani v. Mirtchev, 943 F. Supp. 2d 159, 171 

(D.D.C. 2013) (stating that “[a] plaintiff ... may not plead facts in their amended complaint that 

contradict those in their original complaint.”), and wrote:

While reconcilable ‘small variations’ between the complaints are acceptable, Price v. 

Socialist People's Libyan Arab Jamahiriya, 389 F.3d 192 (D.C. Cir. 2004), a plaintiff may 

not blatantly change the facts to respond to a defendant's motion to dismiss and while doing 

so contradict the facts set forth in the prior pleading. See Colliton v. Cravath, Swaine & 

Moore LLP, 2008 WL 4386764, at *6, (S.D.N.Y. Sept. 24, 2008)(internal quotation marks 

and citations omitted).

Id.

I. GOLDSTEIN LACKS STANDING TO BRING HIS CLAIMS.

This Court has already agreed that Goldstein, as a nominee of Pinnacle, lacked standing to 

bring the claims because he had not suffered an injury in fact. See ECF No. [25] at 7. The Court 

provided Goldstein (and Pinnacle, who is no longer a plaintiff) an opportunity to amend the 

complaint and “set out with sufficient clarity how each Plaintiff has standing.” Id. Instead of doing 

so, Goldstein has changed his allegations in an impermissible contradictory manner: Goldstein’s 

role in the transaction has magically changed from being a nominee who held shares acquired and 

paid by Pinnacle, to the actual purchaser and owner of the shares, which he obtained through a 

loan from Pinnacle, who is now not even a plaintiff in the case. A plaintiff should not be allowed 

1 This decision is pending on appeal to the Eleventh Circuit under appellate case number 21-

11136. 

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to simply make up new facts that contradict prior facts merely to avoid to dismissal, which is 

exactly why, as discussed above, several courts, including in this District, have adopted a rule 

prohibiting such inequitable conduct. See, e.g., Rubinstein, 17-61019-CIV, 2017 WL 7796306, at 

*3. The Court should follow those decisions and ignore these new allegations, take the original 

allegations as true, and because, despite having been given an opportunity to do so, Goldstein has 

not set out any specific details about how, as a nominee, it has suffered an injury to establish 

standing, the claims must be dismissed with prejudice. 

More specifically, in complete juxtaposition to the original complaint, the Amended 

Complaint (ECF No. [26]) states that :

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.

ECF No. [26] ¶ 10

This is a complete turn-around from what was previously plead and argued in response to 

the First MTD: that Goldstein was Pinnacle’s “nominee,” (ECF No. [1] ¶¶ 1, 10, 11, 13, 17, 20, 

24, 31, 46(a)), making him no more than a straw man that Pinnacle used to purchase a membership 

interest in Star Development, through a transaction with Star Equities, and that it was Pinnacle, 

not Goldstein, that was a member of Star Development, even though Goldstein’s exhibits 

purported to show the contrary. Id. ¶¶ 20–23, 26.

In the Amended Complaint, Goldstein is now not merely someone that held the 

membership interest in the name of another (a nominee), but is actually a someone that was given 

a loan by Pinnacle for purposes of directly and individually buying a membership interest in Star 

Development. Goldstein went as far as arguing that his standing was based on his assertion of 

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Pinnacle’s claims, and not his own, as a nominee. ECF No. [12] at 3. Yet, now, the Amended 

Complaint pleads that Goldstein is bringing the current claims because his rights were harmed, as 

opposed to Pinnacle’s, and Pinnacle, who is no longer a plaintiff, merely took the role of a lender.

Because the allegations are entirely contradicted by the original complaint and prior arguments to 

the Court, the new allegations should be void, and allegations in the original complaint should

control. 

Of import, in the Amended Complaint, Goldstein has not explained with any degree of 

specificity how, as a nominee of Pinnacle, it has suffered an injury in fact. Thus, under the same 

reasoning that this Court applied in dismissing the claims without prejudice for lack of standing, 

the Court should not dismiss the Amended Complaint. See ECF. No. [25]. Specifically, in pleading 

standing a plaintiff must show “(1) an injury in fact that (2) is fairly traceable to the challenged 

action of the defendant and (3) is likely to be redressed by a favorable decision.” Jacobson v. Fla. 

Sec’y of State, 974 F.3d 1236, 1245 (11th Cir. 2020). Goldstein fails to show that he had an injury 

in fact as a result of Defendants’ actions. Moreover, because Goldstein has already been given an 

opportunity to cure this deficiency, but failed to do so, dismissal with prejudice is warranted. See 

Manchec v. SMA Engines, Inc., 0614347CIVMARTINEZLY, 2007 WL 9702588, at * 1(S.D. Fla. 

June 20, 2007) (dismissing with prejudice plaintiff’s claims after plaintiff amended its complaint).

II. GOLDSTEIN’S SECURITIES FRAUD AND RELATED CLAIMS FAIL BECAUSE 

HE DOES NOT ALLEGE THE PURCHASE OF A SECURITY IN THE UNITED 

STATES.

It is now well-established that § 10(b) of the Securities Exchange Act and SEC Rule 10b–

5 do not apply extraterritorially. Morrison v. Nat'l Australia Bank Ltd., 561 U.S. 247, 130 S.Ct. 

2869, 177 L.Ed.2d 535 (2010); Quail Cruises Ship Mgmt. Ltd. v. Agencia de Viagens CVC Tur 

Limitada, 645 F.3d 1307, 1310 (11th Cir. 2011). A domestic application requires that the securities 

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either be listed in a domestic exchange or that the sale or purchase of the non-listed security occur 

in the United States. Quail, 645 F.3d 1310. In determining if a securities fraud claim is domestic, 

the Supreme Court explained that the focus of the statute in on purchases and sales that occur 

withing the United States, and adopted a bright-line transactional test. Quail, 645 F.3d at 1310 

(citing Morrison, 130 S.Ct. at 2884–86). Under this test, “regardless of whether the underlying 

fraudulent conduct occurs in or affects the United States, § 10(b) applies only where the security 

at issue is listed on a domestic stock exchange or, if not so listed, where ‘its purchase or sale is 

made in the United States.’” Id. quoting Morrison, 130 S. Ct. at 2886; see also Morrison, 13 S. Ct. 

at 2884 (explaining that the focus of congressional concern was “not upon the place where the 

deception originated, but upon purchases and sales of securities in the United States.”). To 

determine where a purchase or sale of securities took place, the Eleventh Circuit looks to where 

the transfer of title to securities took place. Quantum Cap., LLC v. Banco de los Trabajadores, No. 

1:14-CV-23193-UU, 2015 WL 12259226, at *12 (S.D. Fla. Dec. 22, 2015) (citing Quail, 645 F.3d 

at 1310). 

In this case, Goldstein is seeking an impermissible extraterritorial application of the 

securities law because he has failed to plead that the transfer to the title of the shares occurred in 

the United States. Instead, Goldstein alleges that on December 5, 2017, Goldstein met with 

Gelman at the building where Goldstein lived, in Sunny Isles Beach, Florida. ECF. No. [26] ¶ 9. 

During that meeting, Goldstein allegedly gave a check drawn from Pinnacle’s bank account in the 

amount of $840,000, and Gelman provided the Operating Agreement to Goldstein for his 

signature. Id. ¶¶ 9-10. Taking these allegations as true for purposes of a motion to dismiss, the 

offering of the Operating Agreement for Goldstein’s signature and receipt of the check is 

insufficient to state a transfer of title because the transaction was not consummated at that time. 

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Quail, 645 F.3d at 1311 (the closing of the sale, i.e., the transfer of title of the shares, must occur 

in the United States); see generally Quantum Cap., LLC v. Banco de los Trabajadores, No. 1:14-

CV-23193-UU, 2015 WL 12259226, at *13 (S.D. Fla. Dec. 22, 2015) (the transfer of funds through 

U.S. financial institutions is insufficient to make a transaction domestic where the transfer of title 

occurred abroad . 

The Operating Agreement, a copy of which was attached to the Amended Complaint, states 

that “Additional members may only be admitted to the Company through a Certificate of New 

Membership issuance by the company of new interest in the Company or as otherwise provided in 

this agreement.” ECF No. [26-1] at ¶ 1.8. Consistently, Companies Act Cap. 58A of the 

Continuous Revised Edition of the laws of Grenada (ECF No. [26-1] ¶ 1.1), which controls here 

as the shares allegedly purchased belong to an entity established in Grenada, expressly addresses 

the transfer of shares. In that regard, relevant portion Section 195, titled “Transferring of shares,” 

provides:

the beneficial ownership of the shares or debentures of a company passes to the 

transferee—

(a) on the delivery to him or her of the instrument of transfer signed by the 

transferor and of the transferor’s share certificate or debenture, as the case may be; 

or 

(b) on the delivery to him or her of an instrument of transfer signed by the transferor

that has been certified by or on behalf of the company, or by or on behalf of the 

Stock Exchange of Grenada, or a regional Stock Exchange of the Organisation of 

Eastern Caribbean States or of CARICOM if Grenada belongs to such regional 

Stock Exchange.

Exh. 1 (also available at https://gov.gd/sites/caipo/files/docs/Documents/Cap58ACompanies%20Act%5B1%5D.pdf, last visited June 25, 2021).

Thus, in this case, pursuant to both Grenadian law and the Operating Agreement, the 

transfer of title requires the issuance of a Certificate of New Membership (i.e., the instrument of

transfer or share certificate under the Grenada statute), which the Amended Complaint does not 

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allege ever occurred, much less than it occurred within the United States. The lack of allegations 

demonstrating that the purchase of the securities, i.e., the transfer of title, occurred in the United 

States, is fatal to the claims.2 In sum, there was no transfer of title in the United States as there 

was no Certificate of New Membership issuance, which would have been recorded within Star 

Development’s registry in accordance with the terms of Operating Agreement, and shares that are 

not recorded within the issuer’s own registry necessarily do not transfer the title of those shares.

Even if the signing of the Operating Agreement and receipt of Pinnacle’s check may constitute 

underlying fraudulent conduct that occurred in the United States, the actual transfer of title did not, 

under applicable Grenada law and the terms of the Operating Agreement, occur in the United 

States (if at all). Accordingly, because Goldstein is seeking an extraterritorial application of the 

statute, the security fraud claims in Counts I and II must be dismissed.

WHEREFORE, Defendants respectfully request that this Court enter an order dismissing 

the Amended Complaint, with prejudice, and such other and further relief as this Court deems just 

and proper.

Dated: June 25, 2021 Respectfully submitted,

STARK WEBER PLLC

Attorneys for Defendants

1221 Brickell Avenue

Suite 900

Miami, FL 33131

Tel: (305) 377-8788

steve@starkweber.com

By: s/Steven D. Weber

Steven D. Weber

2 Nor can Goldstein seek a further opportunity to amend the complaint to plead that such transfer 

occurred in the United States because, in the original complaint, Goldstein admitted that “20% 

interest was never recorded in the corporate registry of Star Development Ltd and no shares 

certificate was ever issued to Plaintiffs.” ECF No. [1] ¶ 25.

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Fla. Bar. No.: 47543

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that, on this 25th day June, 2021, a copy of the foregoing has been 

served via the Court’s CM/ECF portal to:

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

Phone: (305) 358-9011

Facsimile: (305) 358-9012

paiello@bennettaiello.com

Attorney for Plaintiff

By: s/Steven D. Weber

Steven D. Weber

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