UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF FLORIDA

Case No. 1:20-cv-23402

PINNACLE THREE CORPORATION, and

LEON GOLDSTEIN,

Plaintiffs,

v.

OLEG FIRER, IGOR “GARY” GELMAN, and 

STAR EQUITIES, LLC

Defendants.

_________________________________________

COMPLAINT

Plaintiffs LEON GOLDSTEIN and PINNACLE THREE CORPORATION sue 

Defendants OLEG FIRER, IGOR “GARY” GELMAN, and STAR EQUITIES, LLC.

INTRODUCTION

1. Defendants ran and continue to run an illicit fundraising and money management 

scheme in violation of the Federal and State securities laws, a scheme by which they misled

Plaintiffs into purchasing unregistered non-exempt securities in Star Development Limited, a 

Grenadian company formed on July 3, 2017 (“Star Development Ltd”), by lying in the operating 

agreement about the amounts of Defendants Oleg Firer and Igor “Gary” Gelman’s capital

contributions into the Star Development Ltd and/or by misrepresenting and/or misattributing other

investors’ capital contributions as their own, and by lying about the amounts of total contribution 

of capital into Star Development Ltd. The shares in the Star Development Ltd sold to Plaintiff

Goldstein as nominee for Plaintiff Pinnacle Three Corporation constituted investment contracts

and therefore securities. Defendants groomed Plaintiffs into investment under false promises of 

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.;

5. Fraudulent Misrepresentation.

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 1 of 26
sky-high returns coupled with the misrepresentations about the amounts Defendants Firer and 

Gelman invested into the Star Development Ltd. The purpose of these misrepresentations was to 

induce Plaintiff Pinnacle Three Corporation to entrust its funds, with Mr. Goldstein as the 

designated nominee, 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 the 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

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

3. Plaintiff PINNACLE THREE CORPORATION is a Florida corporation with its 

principal place of business in Miami-Dade County. Mr. Goldstein is the current corporate secretary 

of Pinnacle Three Corporation. However, during the year 2017, Defendant Firer was a corporate 

secretary of Pinnacle Three Corporation.

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

District.

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

within this District.

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

1 Defendants peddled and sold, in Florida, securities to other descendants from Ukraine and Russia 

– all under a clout of Oleg Firer’s Grenadian ambassadorship to Russia. One such duped investor 

currently sues Firer, Gelman, and the companies controlled by the two, as part of action filed in 

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

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 2 of 26
business within this District. 

7. On all occasions as alleged herein, when Defendants Firer and Gelman 

communicated with Plaintiffs by phone, in person, and/or via internet, concerning the sale of 20% 

interest in Star Development Ltd, Defendants Gelman and Firer jointly and severally 

acknowledged that they act as each other’s agents, and as agents for Star Development Ltd 

company.

JURISDICTION AND VENUE

8. Section 78aa of the Securities Exchange Act of 1934 grant 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 an inhabitant 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.

BACKGROUND ALLEGATIONS

9. 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 scavenged 

Moscow, Miami, and Odessa for investors into “Project Boeuf,” 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” was 

imminent to receive a license for Grenada’s Citizenship by Investment Program, the fundraised 

monies from which were to be used in furtherance of the land improvement.

10. In the last 7-10 days of the month of November 2017, Defendants Gelman and Firer 

approached Pinnacle Three Corporation represented through Mr. Goldstein in person and made 

multiple phone calls representing to Plaintiff Goldstein, as the nominee for Pinnacle Three 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 3 of 26
Corporation, that Defendants Firer and Gelman have identified for purchase at a foreclosure sale

through Star Development Ltd a real estate parcel that had a price of $4,200,000.00 and located in 

Parc a Boeuf in the St. George Parish, Grenada. As purported by Firer and Gelman to Plaintiffs, 

Star Development Ltd members’ $840,000.00 contributions are critical to purchase the realty to 

run Project Boeuf. At that time in November 2017, Mr. Goldstein knew Defendants Firer and 

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

At that same time in November 2017, Defendant Firer was a corporate secretary of Pinnacle Three 

Corporation and owed it a fiduciary duty of loyalty.

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

Gelman in the lobby of the Pinnacle building at 17555 Collins Avenue in Sunny Isles Beach – a 

date, time, and location agreed upon and set by Gelman and Firer. In advance of this meeting, 

Gelman and Firer sent via internet certain pictures to Plaintiffs with renderings and depictions of 

the Project Boeuf. As previously instructed by Firer and Gelman, Plaintiff Goldstein had with him 

a check made out by and from the account of Pinnacle Three Corporation in the amount of 

$840,000.00 and written to Star Equities LLC, a company controlled by Gelman and Firer. 

Defendant Gelman brought with him “Limited Liability Company Operating Agreement for Star 

Development Limited, a Limited Liability Company” a true and accurate copy of which is attached 

hereto as Exhibit 1 (hereinafter, “Star Development Ltd Operating Agreement”). At the aforementioned date, time, and place, when the Star Development Ltd Operating Agreement was 

offered for signature to Plaintiffs, and unbeknown to Mr. Goldstein and Pinnacle Three 

Corporation, 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 have contributed any such amounts. At the afore-mentioned date, time, and place

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 4 of 26
on December 5, 2017, Defendant Gelman, on behalf of himself Firer and Star Equities, reiterated 

to Plaintiffs that the $4,200,000.00 investment into the realty for the Project Boeuf was necessary 

with all five shareholders contributing an equal $840,000.00 amount for a 20% stake each. These 

misrepresentations were continuing in nature, because neither Defendant ever corrected them. In 

reliance on these misrepresentations, Plaintiff Pinnacle Three Corporation with Plaintiff Goldstein 

as nominee purchased 20% interest in Star Development Ltd from Defendant Star Equities in 

exchange for $840,000.00 paid to Star Equities by way of a check written from the account of 

Pinnacle Three Corporation. Only in mid-April 2020, Plaintiffs independently learned that

Defendants Gelman and Firer’s capital contributions as purported to Plaintiffs were false, in that 

neither of them contributed the $840,000.00 amount.

12. Subsequently, about June 2020, Plaintiffs discovered that on January 19, 2018, Star 

Development Ltd acquired the realty in Parc a Boeuf, Grenada, yet not for $4,200,000.00 as 

purported by Firer and Gelman, but for $1,450,000.00. Also in June 2020, Plaintiffs discovered 

that Defendants signed a different operating agreement for Star Development Ltd, and according 

to “Exhibit II” to the operating agreement of Star Development Ltd signed by Gelman and Firer 

on or about December 30, 2017, Firer and Gelman contributed $1,000.00. The total of 

contributions was $1,684,000.00 and not $4,200,000.00 as falsely purported to Plaintiffs by the 

Defendants. A true and accurate copy of “Exhibit II” dated December 30, 2017 is attached as 

Exhibit 2. Plaintiffs later learned that Firer and Gelman in fact contributed nothing in actual cash 

capital into the Star Development Ltd and zero dollars toward the purchase of the Parc a Boeuf 

a/k/a Grooms Beach realty.

13. Accordingly, while only on May 24, 2018 the Parc a Boeuf a/k/a Grooms Beach

was officially recorded with the Deeds and Land Registry of Grenada, back on December 5, 2017 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 5 of 26
– when Plaintiff Pinnacle Three Corporation and Mr. Goldstein as its nominee, purchased the 

purported 20% interest in Star Development Ltd for $840,000.00 – the real market value of 

Plaintiffs’ interest in Star Development Ltd was zero because no adjustments in the register of the 

Star Development Ltd was made to reflect the purchase and no shares certificates were ever issued 

and/or transferred to either Plaintiff.

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

manifested to Plaintiff that they are each other’s agents and have acted within the scope of their 

respective duties when made representations and misrepresentations as alleged herein. The 

$840,000.00 payment made to Star Equities was as a result of Plaintiffs’ reasonable belief in 

truthfulness of Defendants’ representations and/or manifestations that they are and were each 

other’s agents, and said payment reflected Plaintiffs’ change in position.

15. Plaintiffs retained the undersigned counsel and have obligated themselves to pay 

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

COUNT I: VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934

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

[STAR EQUITIES]

16. Plaintiffs restate the allegations in paragraphs 1 through 14 entirely.

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

Defendant Star Equities sold to Plaintiff Pinnacle Three Corporation with Plaintiff Goldstein as 

nominee an investment in a commercial and/or financial business enterprise with the expectation 

that profits or other gain will be produced by others. The units and/or shares in Star Development 

Ltd constitute a security.

18. Defendant Star Equities sold investments using instrumentalities of interstate

commerce, such as mails, telephone, Internet, and/or other form of electronic communication, in 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 6 of 26
connection with the sale of the securities.

19. Defendant Star Equities employed a device, scheme, or artifice to defraud – alleged

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

Alternatively, Defendant made a 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, Defendant 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 Exhibit 1 nor at any time thereafter, 

Defendant Star Equities or its agents Firer and Gelman ever disclosed to Plaintiffs that the dollar 

amounts, purporting to reflect capital contribution by Defendants Gelman and Firer on the 

schedule of capital contributions in the Star Development Ltd, were false. While “on paper”

Plaintiffs Pinnacle Three Corporation with Mr. Goldstein as nominee 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 Plaintiffs.

21. Had Plaintiffs known of Defendant’s misstatements as to capital contributions

and/or omission of truth regarding capital contributions and the cost of Parc a Boeuf a/k/a Grooms 

Beach land parcel, and had Plaintiff known that Defendant Star Equities could not lawfully sell 

non-exempt securities in Star Development Ltd to Plaintiffs without prior registration, Plaintiffs 

would not have purchased the securities. Put another way, a reasonable investor, like Plaintiff

Goldstein or Plaintiff Pinnacle Three Corporation, would view the misstated or omitted fact’s 

disclosure as significantly altering the total mix of available information. 

22. Defendant Star Equities acted knowingly or with severe recklessness in 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 7 of 26
manipulating Plaintiffs into purchasing the securities in the Star Development Ltd. As 

circumstantial evidence of intent to deceive, Plaintiffs allege: 

(a) Neither Defendant Star Equities nor its principals Firer and Gelman ever 

accounted for monies due and owing to Plaintiffs despite repeated demands by Plaintiffs; 

(b) Neither Defendant Star Equities nor its principals Firer and Gelman ever 

disclosed the true sums of their capital contributions into Star Development Ltd; 

(c) Neither Defendant Star Equities nor its principals Firer and Gelman ever 

disclosed that they could not lawfully sell non-exempt securities of Star Development Ltd to 

Plaintiffs 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 Mr. Goldstein about the amount of capital contributions as reflected 

on Exhibit 1, and about the purchase price of the Project Boeuf realty, Gelman initially lied by 

stating that that Parc a Boeuf a/k/a Grooms Beach parcel was purchased for $3.8 million, and only 

after being pressed by facts reluctantly admitted that neither he nor Gelman placed any monies as 

capital contributions into Star Development Ltd or towards the purchase of above-mentioned 

realty.

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

Plaintiffs justifiably relied on Defendants’ misrepresentations and omissions concerning the 

securities, taking in consideration:

• Plaintiffs’ relative unsophistication in matters involving securities;

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

Goldstein and Defendants Firer and Gelman and the fact that Defendant 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 8 of 26
Firer was at the time the corporate Secretary of Pinnacle Three Corporation;

• Plaintiffs’ 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;

• Defendant Star Equities owed a fiduciary duty to Plaintiffs by virtue of 

membership in the Star Development Ltd;

• Defendants concealed the misrepresentations and/or omissions regarding 

capital contributions and/or regarding the fact that Plaintiffs are purchasing 

securities which must have been registered with the Securities and 

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 Defendant Star Equities’ deception and/or manipulation in 

connection with the purchase and sale of securities, Plaintiff Pinnacle Three Corporation with Mr.

Goldstein as nominee purchased $840,000.00 worth of unregistered non-exempt securities in Star

Development Ltd, and thereby suffered economic losses.

25. Defendant Star Equities’ deception and/or manipulation in connection with the 

purchase and sale of securities was proximately responsible for Plaintiffs’ 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) Plaintiffs’ 20% interest was substantially diluted due 

to capitalization of only $1,684,000.00 as reflected on Exhibit 2; and/or (c) Plaintiff’s 20% interest 

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

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 9 of 26
ever issued to Plaintiffs.

COUNT II: LIABILITY OF CONTROLLING PERSONS 15 USC § 78t

[STAR EQUITIES, GELMAN, FIRER]

26. Plaintiffs restate the allegations in paragraphs 1 through 14 entirely.

27. Defendant Star Equities committed a primary violation of the Exchange Act of 1934

as more specifically alleged in Count I.

28. Defendants Firer and Gelman by virtue of being managers of the Star Equities, and 

by virtue of the fact that Defendants Firer and Gelman had sole control over Star Equities and its 

company policies, and Defendants Firer and Gelman had the power to control the general business 

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

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

above.

29. Defendants Firer and Gelman had control over all essential aspects of the statements 

made in the Star Development Ltd Operating Agreement, Exhibit 1, including those 

misrepresenting the capital contributions by Defendants Gelman and Firer into the Star 

Development Ltd.

30. Defendants Firer and Gelman had sole control over the bank accounts of Star 

Equities, which received funds that Plaintiff Goldstein gave in-hand to Gelman and written from 

the account of Pinnacle Three Corporation, in connection with the sales and purchases of the 

securities 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, Plaintiffs Pinnacle 

Three Corporation and Goldstein as its nominee purchased $840,000.00 worth of unregistered 

securities and suffered economic losses in the amount to be proven at trial.

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 10 of 26
COUNT III: VIOLATION OF THE FLORIDA’S SECURITIES INVESTOR 

PROTECTION ACT FLA. STAT. §§ 517.011 ET SEQ.

[AS AGAINST ALL DEFENDANTS]

32. Plaintiffs restate the allegations in paragraphs 1 through 15, 17, 19 through 25, and 

28 through 30 entirely.

33. Defendants acted at least negligently in manipulating Plaintiffs 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 Plaintiffs. 

COUNT IV: VIOLATION OF THE FLORIDA DECEPTIVE AND UNFAIR 

TRADE PRACTICES ACT, FLA. STAT. § 501.203 ET SEQ.

[AS AGAINST ALL DEFENDANTS]

35. Plaintiffs restate the allegations in paragraphs 1 through 15 entirely.

36. This claim is for violation of Chapter 501, part II of the Florida Statutes, known as 

the Florida Deceptive and Unfair Trade Practices Act, §§ 501.203 et seq. (“FDUTPA”).

37. Defendants engaged in a deceptive or unfair act or practice in the conduct of their

trade or commerce. Defendants’ practices in selling units and/or shares of ownership in the Star 

Development Ltd, as alleged in paragraphs 1, 9–14, were deceptive since they were likely to 

mislead a person or entity, acting reasonably in the circumstances, to such person or entity’s 

detriment, and Plaintiffs were so misled to their detriment. Plaintiffs and Defendants, each in its 

own way, were engaged in a consumer-type activity of purchasing and selling the securities in Star 

Development Ltd.

38. Alternatively, Defendants engaged in selling units of ownership in the Star 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 11 of 26
Development Ltd, as alleged in paragraphs 1, 9–14, that were “unfair,” since they offend the

established public policy and were immoral, unethical, oppressive, unscrupulous, or substantially 

injurious.

(a) Defendants’ acts produced a substantial injury to Plaintiffs that is measured 

in the hundreds of thousands of dollars. 

(b) The “benefit” of Defendants’ practices, in selling unregistered securities and 

engaging in acts that constitute a violation of Rule 10b-5, do not outweigh the severity of Plaintiffs’

economic injury, which was not of a kind that Plaintiffs could have reasonably avoided.

39. Alternatively, Defendants’ violations of the Exchange Act of 1934 and of the 

Florida’s Securities Investor Protection Act, as more specifically alleged in the preceding counts,

operate as an implied FDUTPA predicate.

40. As a result of Defendants’ deceptive acts and/or unfair practices, Plaintiffs were

financially injured; specifically, Plaintiffs’ actual damages are the amounts of consideration that 

Defendants obtained from Plaintiffs.

COUNT V: FRAUDULENT MISREPRESENTATION

[AS TO ALL DEFENDANTS]

41. Plaintiffs restate the allegations in paragraphs 1 through 15 entirely.

42. Defendants made false statements concerning a material fact, specifically: (a) 

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

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

contributions as their own, (b) misrepresented the total amount of capital contributed, and (c) that 

the land parcel intended to be purchased did not cost $4,200,000.00 but rather $1,450,000.00.

43. Defendants knew the statements were false when they made them.

44. Defendants intended that Plaintiffs would rely on these false statements so that 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 12 of 26
Plaintiffs would invest money into Star Development Ltd believing that Gelman, Firer, and Star 

Equities have personal investment in the undertaking, or “skin in the game,” and believing that the 

value of the purchased interest is $4,200,000.00 as was represented.

45. Plaintiffs reasonably relied on Defendants’ false statements, since the falsity could 

have not been discovered by Plaintiffs, because the knowledge about misrepresentations was in 

Defendants’ sole possession and/or control.

46. The false statements were a legal cause of Plaintiffs’ financial losses.

WHEREFORE, Plaintiffs respectfully requests the Honorable Court as follows:

(a) Rescind the operating agreement signed by Leon Goldstein as nominee for Pinnacle 

Three Corporation and order the return of $840,000.00 paid by Pinnacle Three Corporation as 

consideration, together with prejudgment interest on same amount;

(b) Award Plaintiffs 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 Plaintiffs such additional damages, over and above the amount of their 

actual damages, that are authorized and warranted by law;

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

and 521.2105; and

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

Respectfully submitted, By: /s/ Sergiu Gherman . Sergiu Gherman, Bar No. 37031

sgherman@ghermanlaw.com

Gherman Legal Pllc

25 SE 2nd Ave. Ste. 808

Miami FL 33131-1603

Attorney for Plaintiffs

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 13 of 26
EXHIBIT 1

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 14 of 26
I.I 

1.2 

1.3 

LIMITED LIABILITY COMPANY OPERATING 

AGREEMENT 

FOR 

STAR DEVELOPMENT LIMITED 

A LIMITED LIABILITY COMP ANY 

ARTICLE I 

Company Formation 

FORMATION. The Members have formed a Limited Liability 

according 10 lhe Companies Act Cap. 58A of lhe Continuous Rev1.sed Edttton of lhe 

of Grenada. This operating agreement is entered mto and effecttve as of the date it IS 

adopted by the members. 

REGISTERED AGENT. The name and location of the Company's registered agent will 

be stated in the company's formation documents. 

TERM. The Company will continue perpetually unless, 

(a) Members whose capital interest as defined in Article 2.2 exceeds 50 percent vote for 

dissolution; or 

(b) Any event which causes lhe Company's business to become unlawful; or 

(c) The death, resignation, expulsion, bankruptcy, retirement of a Member or lhe 

occurrence of any other event that terminates the continued membership of a Member 

of the Company; or 

(d) Any other event causing dissolution of the Company under applicable state laws. 

1.4 CONTINUANCE OF COMP ANY. lo the event of an occurrence described in ARTICLE 

1.3(c), if there are at least two remaining Members, those Members have the right to 

continue the business of the Company. This right can be exercised only by the unanimous 

vote of the remaining Members within ninety (90) days after the occurrence of an event 

described in ARTICLE l.3(c). lfnot exercised, the right of the Members to continue the 

business of the Company will expire. 

1.5 BUSINESS PURPOSE. The Company will conduct any lawful business deemed 

appropriate in carrying out the company's objectives. 

1.6 PRlNClPAL PLACE OF BUSINESS. The Company's principal place of business will 

be stated in the fonnation documents, or as selected by the Managers. 

I. 7 THE MEMBERS. The name and residential address of each member are listed in Exhibit 

U attaebed to this Agreement. 

1.8 ADMINISSION OF ADDITIONAL MEMBERS. Additional members may only be 

adrmtted to the Company through a Certificate of New Membership issuance by the 

company of new interest io the Company or as otherwise provided in this agreement. 

Page I 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 15 of 26
2.1 

2.2 

2.3 

ARTICLE JI 

Capital Contributions 

INITIAL CONTIBUTIONS. The Members will initially contribute capital to the 

Company, as descn"bcd in Exhibit 3 attached to this Agreement. The agreed total value of 

sucb property and cash is four Million Two Hundred Thousand and 00/JOO dollars 

($4,200.000.00}. 

ADDITIONAL CONTRIBUTIONS. Except as provided in ARTICLE 6.2, no Member 

will be obligated to make any additional contribution to the Company's capital. 

RIGHT OF FIRST OFFER. Each time the Company proposes to offer any addition.al 

Units of the Company, the Company shall offer such Units to all Members which are 

accredited investors (as such tennis defined in Regulation D of the Securities Act) (each a 

"Qualified Member") in accordance with the provisions of this Section 2.3. The Company 

shall deliver a notice ("ROFO Notice") to each Qualified Member stating (i) its bona fide 

intention to offer such Units, (ii) the number of such Units to be offered and (iii) the price 

and tenns upon which it proposes to offer such Units. By written notice received by the 

Company within ten days after the receipt of the ROFO Notice, each Qualified Member 

may elect to purchase, at the price and on the renns specified in the ROFO Notice, up to 

that number of such Units reflecting such Qualified Member's Pro Rata share of the total 

Class A Percentage Interest. Miy Qualified Member exercising its rights under this Section 

8.06 shall execute and deliver such customary documents as the C.omp11ny may reasonably 

request as a condition to such issuance, and pay for such securities at closing in 

immediately available funds. If all Units that Qualified Members are entitled to purchase 

pursuant to this Section 2.3 are not purchased as provided herein, the Company may, during 

the 180-day period following the expiration of the exercise period provided in this Section 

2.3, offer the remaining uosubscribed portion of such Units to any Person or Persons at a 

price not less than that, and upon tcnns no more favorable to the offeree than those, 

specified in the ROFO Notice. If the Company does not enter into and close an agreement 

for the sale of the Units within such period, the right provided hereunder shall be deemed 

to be revived and such Units shall not be offered unless first reoffered to the Qualified 

Members in accordance herewith. 

ARTICLE ID 

Profits, Losses and Distributions 

3. I PROFITS/LOSSES. For financial accounting and tax purposes, the Company's net profits 

or net losses will be detennined on an annual basis. These profits and losses will be 

allocated to the Members in proportion to each Member's capital interest in the Company 

as set forth in Exhibit ll as amended and in accordance with Treaswy Regulation 1. 704-1 . 

3 .2 DISTRIBUTIONS. The Members will determine and distribute available funds annually 

or as they sec fit. "Available funds" refers to the net cash of the Company available after 

expenses and liabilities are paid. Upon liquidation of the Company or liquidation of a 

l'age 2 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 16 of 26
Member's interest, distributions will be made in accordance with the positive capital 

account balances or pursuant to Treasury Regulation J.704-l(b)(2)(ii)(b) (2). To the extent 

a Member has a negative capital account balance, there will be a qualified income offset, 

as set forth in Treasury Regulation l.704-l(b)(2)(ii)(d). 

ARTICLE IV 

Management 

4.1 MANAGEMENT OF THE BUSINESS. The Members holding a majority of the capital 

interests in the Company, as set forth in Exhibit II as amended, may vote to elect a Manager 

or Managers. One manager will be elected by the Members as Chief Executive Manager. 

The Manager(s) may be a Member or Non-Member. The name and residential address of 

each Manager is attached as Exhibit I of this Agreement. 

4.2 MEMBERS. The liability of the Members will be limited according to state law. Members 

that are not Managers will take no part in the control, management, direction, or operation 

of the Company's affairs and will have no power to bind the Company in legal agreements. 

The Managers may seek advice from the Members, but need not follow such advice. No 

Member is an agent of any other Member of the Company, solely by reason of being a 

Member. 

4.3 POWERS OF MANAGERS. The Managers are authorized on the Company's behalf to 

make all decisions as to (a) the sale, development, lease or other disposition of the 

CompllDy's assets; (b) the purchase or other acquisition of other assets; ( c) the management 

of all or any part of the Company's assets; (d) the borrowing of money and the granting of 

security interests in the Company's assets; (e) the pre-payment, refinancing or extension of 

any loan affecting the Company's assets; (f) the compromise or release of any of the 

Company's claims or debts; and, (g} the employment of persons, firms or corporations for 

the operation and management of the company's business. 

The Managers are further authorized to execute and deliver (a) all contracts, conveyances, 

assignments leases, sub-leases, franchise agreements, licensing agreements, management 

contracts and maintenance contracts covering or affecting the Company's assets; (b) all 

checks, drafts and other orders for the payment of the Company's funds; (c) all promissory 

notes, loans, security agreements and other similar documents; and, (d) all other 

instruments of any other kind relating to the Company's affairs. 

4.4 CHIEF EXECUTIVE MANAGER. The Chief Executive Manager bas primary 

responsibility for managing the operations of the Company and for carrying out the 

decisions of the Managers. 

4.5 NOMINEE. Title to the Company's assets must be held in the Company's name or in the 

name of any nominee that the Managers may designate. The Managers have power to enter 

into a nominee agreement with any such person, and such agreement may contain 

provisions indemnifying the nominee, except for bis or her willful misconduct. 

Page3 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 17 of 26
4 .6 COMPANY INFORMATION. The Managers must supply information regarding the 

company or its activities to any member upon his or her request. Any Member or their 

authorized representative will have access to and may inspect and copy all books, records 

and materials in the Manager's possession regarding the Company or its activities. Access 

and inspection of information will be at the requesting Member's expense. 

4.7 EXCULPATION. Any act or omission of the Managers, the effect of which may cause or 

result in loss or damage to the Company or the Members, if done in good faith to promote 

the best interests of the Company, will not subject the Managers to any liability. 

4.8 INDEMNIFICATION. The Company will indemnify any person who was or is a party 

defendant or is threatened to be made a party defendant, in a pending or completed action, 

suit or proceeding, whether civil, criminal, administrative, or investigative (other than an 

action by or in the right of the Company) by reason of the fact that the person is or was a 

Member of the Company, Manager, employee or agent of the Company, or is or was 

serving at the request of the Company, for instant expenses (including attorney's fees), 

judgments, fines, and amounts paid in settlement actually and reasonably incurred in 

connection with such action, suit or proceeding if the Members determine that the person 

acted in good faith and in a manner he or she reasonably believed to be in or not opposed 

to the best interest of the Company, and with respect to any criminal action proceeding, 

has no reasonable cause to believe his or her conduct was unlawful. The termination of any 

action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of "no 

lo Contendere" or its equivalent, does not in itself create a presumption that the person did 

or did not act in good faith and in a manner which he or she reasonably believed to be in 

the best interest of the Company, and, with respect to any criminal action or proceeding, 

had reasonable cause to believe that his or her conduct was lawful. 

4.9 RECORDS. The Managers must keep the following at the company's principal place of 

business or other location: 

(a) A current list of the full name and the last known street address of each Member; 

(b) A copy of the Company's Certificate. of Formation and Operating Agreement and all 

amendments; 

( c) Copies of Company's income tax returns and reports, if any, for the three most recent 

years; 

(d) Copies of the Company's financial statements for the three most recent years, if any. 

ARTICLEV 

Compensation 

5.1 MANAGEMENT FEE. Any Manager rendering services to the Company is entitled to 

compensation if approved by the majority vote of the Members of the Company. 

5.2 REIMBURSEMENT. The Company must reimburse the Managers or Members for all 

direct out·of-pocket expenses incurred by them in managing the Company. Such expenses 

sball be pre-approved by the majority vote of the Members of the Company prior to incuning 

such expenses. 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 18 of 26
ARTICLE VI 

Bookkeeping 

6.1 BOOKS. The Managers will maintain a complete and accurate accounting of the 

Company's affairs at the Company's principal place of business. The managers may select 

the method of accounting and the company's accounting period will be the calendar year. 

6.2 MEMBER'S ACCOUNTS. The Managers must maintain separate capital and 

distribution accounts for each member. Eacb member's capital account will be detennined 

and maintained in the manner set forth in Treaswy Regulation 1.704-l(b)(2)(iv) and will 

consist of his or her initial capital contribution increased by: 

(a) Any additional capital contribution made by the member; 

(b) Credit balances transferred from the member's distribution account to his or her capital 

account; 

And decreased by: 

i. Distribution to the member in reduction of Company capital; 

ii. The Member's share of Company losses if charged to his or her capital account. 

6.3 REPORTS. The Managers will close the books of account after the close of each calendar 

year and will prepare and send to each member, a statement of such Member's distributive 

share of income and expense for income tax reporting purposes. 

ARTICLE VII 

Transfers 

7. l BOOKS. The Managers will maintain a complete and accurate accounting of the 

Company's affairs at the Company's principal place of business. The managers may select 

the method of accounting and the company's accounting period will be the calendar year. 

ARTICLEVIIl 

Dissolutions 

8.1 DISSOLUTION. The Member(s) may dissolve the company at any time. The Member 

may NOT dissolve the company for a loss of membership interests. Upon dissolution the 

company must pay its debts first before distributing cash, assets, and/or initial capital to 

the Member or the Members interests. The dissolution may only be ordered by the 

Member(s), not by the owner of the Members interests. 

Pagc5 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 19 of 26
CERTIFICATION OF MEMBER 

The undersigned hereby agree, acknowledge, and certify that the foregoing operating 

agreement is adopted and approved by each member, the agreement consisting of _ pages, 

constitutes, together with Exhibit I, Exhibit II and Exhibit Ill (if any), the Operating Agreement 

of adopted by the members as of 20_ . 

Members: 

Oleg Khomenko Twenty (20"/o) 

Printed Name Signarure Percent 

Oles Firer Twenty (20"/o) 

Printed Name Percent 

Roman Khomenko Twenty (20%) 

Printed Name Signature Percent 

Gan: 'Gelman 20% 

Printed Name cot 

Leon Goldstein Twenty (20"/o) 

Printed Name , Percent 

Pagc6 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 20 of 26
EXHIBIT I 

LIMITED LIABlLITY COMPANY OPERA TING AGREEMENT 

FOR 

STAR DEVELOPMENT LIMITED 

LISTING OF MANAG•:RS 

By a majority vote of the Members the following Managers were elected to operate the Company 

pursuant to ARTICLE fV of the Agreement: 

Oleg Khomenko 

Printed Name 

Chief Executive Manager 

----------- Address 

Oleg Firer 

Printed Name 

Manager 

3265 NE 167"' Street Address 

North Miami Beach, FL 33160 

The above listed Manager(s) will serve in their capacities until they are removed for any reason 

by a majority vote oftbe Members as defined by ARTICLE IV o.r upon theirvoluntaiy resignation. 

Signed and Agreed this _ day of __ __, 20 . 

Oleg Khomenko 

Printed Name 

Oleg Firer 

Printed Name 

Roman Khomenko 

Printed Name Signature 

Gary Gelman 

Printed Name 

Leon Goldstein 

Printed Name 

Page7 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 21 of 26
EXH.lBIT 11 

LIMITED LIABILITY COMPANY OPERA TING AGREEMENT 

FOR 

ST AR DEVELOPMENT LIMITED 

LISTING OF MEMBERS 

As of the _ day of _ ____ , 20_ the following is a list of Members of the Company: 

Oleg Khomenko Twenty (20%) 

Printed Name Signature Percent 

Oleg Firer Twenty (20%) 

Printed Name Percent 

Roman Khomenko Twenty (20%) 

Printed Name Signature Percent 

Gary Gelman 20% 

Printed Name 

Leon Goldstein Twenty (20%) 

Printed Name ., Percent 

Authorized by Member(s) to provide Member Listing as of this_ day of _ __ , 20_. 

Signature of Member 

b:o?z( 

Signature of Member 

Page 8 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 22 of 26
EXHlBlT 11 

LIMITED LIABU,ITY COMPANY OPERATING AGREEMENT 

FOR 

STAR DEVELOPMENT LIMITED 

LISTING OF MEMBERS 

Pursuant to ARTICLE n, the Members' initial coniribution to the Company capital is stated to be 

Four Million Two Hundred Thousand and 00/100 dollars (S4,200,000.00). The description and 

each individual portion of this initial contribu1ion is as follows: 

Oleg Khomenko s 840,000.00 

Oleg Firer s 840,000.00 

Roman Khomcnko $ 840,000.00 

GaiyGelman s 840,000.00 

Leon Goldstein s 840,000.00 

TOTAL: S --',700,0QO.OO 

SIGNED AND AGREED this_ day of __ _, 20_. 

SignallJtc of Member 

Signarure of Member 

Pagc9 

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 23 of 26
I 

'I 

i 

' 

. 

c '.\ 

a .. 

l5 ' l"U 

'1i ' -

• 

ln.i 

IP 

0 

Eb 

r 

... 

.. 

A 

-'iJ 

Ul 

.,. 

• 

.s; 

'l" I 

.i 

urm Jo 

: \' 

" 

...... "' ... 

' 

" 

i 

f!' 

Ill 

i! 

fA 

rr,I 

9, 

:a 

CJ 

i 

II 

• • 

ATTORNEY-CLIENT PRIVILEGE

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 24 of 26
EXHIBIT 2

Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 25 of 26
Case 1:20-cv-23402-JEM Document 1 Entered on FLSD Docket 08/17/2020 Page 26 of 26