SEC v. Star Chain, Inc.; Timur Efe; and Omer Casurluk, No. 1:21-cv-03944, Northern District of Georgia (Sept. 27, 2021) — Complaint

UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION

U.S. SECURITIES AND EXCHANGE
COMMISSION,

Plaintiff,

v. Civil Action No. _______

STAR CHAIN, INC., and TIMUR EFE,
a/k/a OMER CASURLUK,

Defendants.
JURY TRIAL
DEMANDED

COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF
Plaintiff, U.S. Securities and Exchange Commission (“Commission”), files
its Complaint and alleges that:
SUMMARY
1. Beginning in approximately 2016, Defendant Timur Efe, a/k/a Omer
Casurluk (hereinafter “Casurluk”),  a dual citizen of the Republic of Turkey and the
United  States,  and  CEO  and  majority  owner  of  Defendant Star  Chain,  Inc.
(hereinafter “Star  Chain”)  (collectively,  the  “Defendants”),  operated  an  offering

fraud that targeted Turkish immigrants to the United States, many of whom were
financially unsophisticated and spoke little English.
2. The Defendants, through 23 affiliated limited liability companies they
organized  (the  “US  Star  Companies”), raised  approximately  $9  million  from
approximately 30 investors to acquire numerous quick-serve-restaurant franchises
(“QSRs”) in the Southeastern United States.
3. The Defendants  made  numerous  misrepresentations  to  investors  in
connection with their investments.
4. The Defendants frequently misrepresented their monetary interests in
the US Star Companies, by claiming that both Star Chain and the investors would
make substantial capital contributions to the companies.
5. In reality, the Defendants often made little or no capital contributions
to the US Star Companies, relying almost exclusively upon investors’ contributions
to fund the QSRs’ acquisition costs.
6.  The Defendants frequently overstated the QSRs’ acquisition costs to
investors,   and   misrepresented   investors’   ownership   stakes   in   the   US   Star
Companies to the QSRs’ franchisors.
7. The Defendants altered and misrepresented the terms of the U.S. Star

Companies’ operating agreements, and Casurluk induced investors, many of whom
had limited English skills, to sign them.
8. The Defendants failed to properly account for investors’ investments
in    the US Star Companies, and Casurluk comingled and misappropriated investors’
funds earmarked for QSR acquisitions.
9. Star Chain, Casurluk and the US Star Companies eventually filed for
bankruptcy protection,  and  all  of  the  US  Star  Companies  wound  down  and
liquidated their assets.  Star Chain and nearly all of the US Star Companies were
administratively dissolved in 2020.
10. Investors lost  a  substantial  amount  of  money  as  a  result  of  the
Defendants’ misconduct.
VIOLATIONS
11. The Defendants engaged in, and, unless restrained and enjoined by
this  Court,  will  continue  to  engage  in,  acts,  practices,  schemes,  and  courses  of
business that constituted and will constitute violations of Sections 17(a)(1), (2)
and (3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)(1),
(2)  and  (3)],  as  well  as  Section  10(b)  of  the  Securities  Exchange  Act  of  1934

(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rules 10b-5(a), (b) and (c) thereunder
[17 C.F.R. § 240.10b-5(a), (b) and (c)].
JURISDICTION AND VENUE
12. The Commission brings this action pursuant to Sections 20 and 22 of
the Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21(d) and 21(e) of the
Exchange Act [15 U.S.C. § 78u(d), (e)] to enjoin the Defendants from engaging in
the transactions, acts, practices, and courses of business alleged in this Complaint,
and  transactions,  acts,  practices,  and  courses  of  business  of  similar  purport  and
object, and for civil penalties and other equitable relief.
13. The Court has jurisdiction over this action pursuant to Section 22 of
the Securities Act [15 U.S.C. § 77v] and Sections 21(d), 21(e) and 27(a) of the
Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a)].
14. The Defendants, directly and indirectly, made use of the mails, the
means   and   instruments   of   transportation   or   communication   in   interstate
commerce,  and  the  means  and  instrumentalities  of  interstate  commerce  in
connection with the transactions, acts, practices, and courses of business alleged
in  this  Complaint,  and  made  use  of  the  mails  and  means  or  instrumentality  of

interstate commerce to effect transactions, or to induce or to attempt to induce
the purchase or sale of securities alleged in this Complaint.
15. Certain  of  the  transactions,  acts,  practices,  and  courses  of  business
constituting  violations  of  the  Securities  Act    and  Exchange  Act  occurred  in  the
Northern  District  of  Georgia.    Moreover, Casurluk resides  in,  and Star  Chain’s
principal place of business was located in, the Northern District of Georgia.
16. As such, venue is proper under Section 22 of the Securities Act [15
U.S.C. § 77v], Section 27 of the Exchange Act [15 U.S.C. § 78aa] and 28 U.S.C.
§ 1391.

17. The  Defendants,  unless  restrained  and  enjoined  by  this  Court,  will
continue  to  engage  in  the  transactions,  acts,  practices,  and  courses  of  business
alleged  in  this  Complaint,  and  in  transactions,  acts,  practices  and  courses  of
business of similar purport and object.

THE DEFENDANTS
18. Timur  Efe,  a/k/a  Omer  Casurluk,  age  41,  resides  in  Alpharetta,
Georgia.  Casurluk was the majority owner and CEO of Star Chain.
19. Star  Chain,  Inc.,  was  organized  in  Georgia  in  2016.    Its  principal
place of business was located in Roswell, Georgia.

THE DEFENDANTS’ OFFERING FRAUD SCHEME
A. Background

20. Casurluk, a Turkish national, moved to the United States in 2009 and
became the  Executive  Director  of  the  Turkish  American  Chamber  of  Commerce
(“TACC”).

21. In August 2016, Casurluk founded Star Chain and used it as a vehicle
to own and operate QSRs, both as a sole owner and with investors.  Casurluk also
established the US Star Companies, which were used as vehicles to seek investors
and acquire  QSRs  (i.e.,  Checker’s  Drive-In  Restaurants,  Captain  D’s  Seafood
Kitchen,  Which  Wich  Superior  Sandwiches,  and  Yogli  Mogli  Self-Serve  Yogurt
Bar).

B. The Investments in the US Star Companies
22. Between  2016  and  2018,  the  Defendants  established  23 limited
liability US Star Companies.  Each US Star Company had a different numeric name
based upon the order in which it was created (e.g., US Star 1, LLC; US Star 3, LLC;
US Star 4, LLC).  Some of the US Star Companies were purportedly joint ventures
between Star Chain and third-party investors, whereas other unrelated (but similarly
named) US Star Companies were wholly owned by Star Chain.

23. Casurluk met investors through his work at the TACC and by word-
of-mouth in the Turkish business community.  Many of the investors believed that
Casurluk was assisting them with  their  investments  as  part  of  his duties  at  the
TACC.

24. The   approximate   $9   million   that   the   Defendants   raised   from
approximately 30 investors was used to acquire over 40 QSRs.

25. The  Defendants  told  investors  that  their  investments  in  the  US  Star
Companies would result in joint ventures between them and Star Chain.

26. To participate, investors were required to provide funds equal to their
purported ownership interest in a US Star Company (typically between 25% and
50%), multiplied by the purported acquisition costs for the QSR(s) acquired by the
individual  US  Star  Company.   The  investor  was  then  supposed  to  obtain  an
equivalent ownership interest in  the  US  Star  Company  that was created  for  the
acquisitions of the QSRs.

27. Star Chain was supposed to provide the remainder of the acquisition
costs for the QSR(s) and obtain an equivalent ownership interest in the acquiring
US Star Company (typically between 50-75%).

28. Casurluk instructed investors to wire their investment funds to a bank
account in Star Chain’s name, which he controlled.

29. Investors  were  not  involved  in  the  daily  operations  of  the  QSRs.
Rather, each QSR was to be operated by Star Chain (sometimes through a wholly-
owned subsidiary).  In exchange for these services, Star Chain was to receive a 4%
fee of each QSR’s monthly revenue.
30. The  Defendants  provided  operating  agreements  for  the  US  Star
Companies to the investors who had an ownership interest in them.

31. The  operating  agreements  said  that  investors  could  receive  regular
reports concerning the operation of the US Star Companies in which they had an
ownership interest and could inspect the companies’ financial statements.

32. The Defendants later altered some of the operating agreements, after
they  were  signed  by  investors,  to remove  the  investors’ ability  to  inspect  the
financial statements.    Some  of  the  investors  who  tried  to  obtain  the  financial
statements were denied the ability to do so by the Defendants.

C. The Misrepresentations to Investors
33. The Defendants misled investors into believing that Star Chain would
make substantial capital contributions towards the acquisition costs of QSRs owned

by the US Star Companies, and Defendants frequently misstated the costs to  acquire
the QSRs to investors.
34. In  fact,  the  Defendants  often  consummated QSR  acquisitions  using
investor funds only, with no or minimal capital contributions by Star Chain.

35. For example, in November 2017, Casurluk solicited and received an
investment from one investor for Checkers Drive-In franchises owned by US Star
19, LLC.

36. The  operating  agreement  for  US  Star  19  reflected a  $2.5  million
acquisition  cost  for  the  franchises,  an  equal  (50/50)  ownership  structure for  the
investor and Star Chain in the venture, and supposedly equal investments of $1.25
million from the investor and Star Chain towards the acquisition cost.

37. In   reality,   US   Star   19   acquired the   Checkers   franchises   for
approximately  $1  million,  using  the  investor’s  contribution  to  fully fund  the
acquisition.  Star Chain contributed no funds towards this acquisition.

38. The Defendants also misrepresented the investors’ ownership stakes
in the respective US Star Companies.

39. After an investor made a capital contribution, the ownership shares of
the  newly  formed  US  Star  Company  were supposed  to  be  divided  between  Star

Chain  and  the  investor  as  a  percentage  of  their  capital  contributions  towards  a
particular acquisition.

40. Although  Star  Chain  made  little  or  no  capital  contributions  towards
some of the acquisitions, the Defendants led investors to believe that it had done so
and obtained ownership interests in the US Star Companies nonetheless.

41. Furthermore,  when  the  Defendants  provided  required  ownership
documents to the QSRs’ franchisors, they often misrepresented that Star Chain and
its executives were the sole owners of the US Star Companies.  The Defendants did
not  list  the  investors  as  partial  owners  or  otherwise  identify  them  to  the  QSRs’
franchisors.

42. The   Defendants   did   so   in   order   to   prevent   investors   from
communicating with the QSR franchisors and to conceal the nature and extent of
their fraudulent conduct from investors.

43. On at least one occasion in 2019, an investor contacted the franchisor
of a QSR in which he had invested to inquire about the restaurant’s operations.  The
QSR franchisor informed him that  it  had  no  knowledge  of  him  or his  ownership
stake in the QSR.

44. On at least one occasion, Casurluk modified an operating agreement
and forged an investor’s signature, which enabled him to borrow money using the
QSR as collateral without the investor’s knowledge.
D. The Misuse and Misappropriation of Investor Funds
45. Casurluk   regularly   misused   investors’   capital   contributions   by
comingling the US Star Companies’ daily operating cash with Star Chain’s funds
and with the funds of unrelated businesses that he owned.
46. The comingled monies were used to fund any of the entities as needed
without a  proper  accounting,  which  resulted  in  the  Defendants  providing false
financial reports to the US Star Companies’ investors.
47. Casurluk  regularly  transferred  investors’  funds  to,  and  comingled
them with, Star Chain and its subsidiaries, other US Star Companies, his personal
accounts, and unrelated entities owned by him.
48. Casurluk  also  misled  Star  Chain’s  CFO  about  the  existence  and
number of investors, the use of their funds, and investment amounts.
49. For  example,  on  several  occasions  when  large  deposits  appeared  in
Star  Chain’s  bank  accounts,  Casurluk  told  the  CFO  that  they  were  his  capital
contributions, when in fact, they were investors’ capital contributions.

50. By  comingling  investors’ contributions and operating funds, and by
failing  to  properly  account  for  or  advise  investors  about  the  comingling,  the
Defendants failed to disclose that they had improperly mixed the funds of separate
businesses with separate owners.
51. The  Defendants  also  improperly  accounted  for  funds  earmarked  for
investments as operating capital.
52. For example, one investor contributed $200,000 for the purchase of a
20%  interest  in  a  Checker’s  Drive-In  franchise  located  near  Augusta,  Georgia.
However, the Defendants did not disclose to the investor that the deal had fallen
through.  Instead, the Defendants retained the investor’s investment and used the
money  to  fund  other  Star  Chain  operations,  without  the  investor’s  knowledge  or
consent.
53. Bank  records  reveal  that  Casurluk  misappropriated  more  than  $1
million in investors’ funds for his personal use.
E. Star Chain’s Demise and the Bankruptcy Proceedings
54. The Defendants’ fraud and mismanagement were major factors in Star
Chain’s demise.  Star Chain was insolvent by August 2019.

55. In  October  2019,  Star  Chain,  Casurluk  and  many  of  the  US  Star
Companies  jointly  filed  for  bankruptcy  protection, pursuant  to  Chapter  11  of  the
United States Bankruptcy Code.  Casurluk later removed his personal bankruptcy
from the joint petition and converted it to a Chapter 7 proceeding.
56. In   connection   with   the   bankruptcy   petitions   and   proceedings,
Casurluk threatened several investors that, if they hired attorneys and challenged
the proceedings, they would receive no money.
COUNT I – FRAUD
Violations of Section 17(a)(1) of the Securities Act
[15 U.S.C. § 77q(a)(1)]

57. Paragraphs 1 through 56 are hereby re-alleged and incorporated herein
by reference.
58. From in or about 2016 to 2020, the Defendants, in the offer and sale
of  the  securities  described  herein,  by  the  use  of  means  and  instruments  of
transportation and communication in interstate commerce and by use of the mails,
directly  and  indirectly,  employed  devices,  schemes  and  artifices  to  defraud
purchasers of such securities, all as more particularly described above.
59. The Defendants knowingly, intentionally, and/or recklessly engaged
in the aforementioned devices, schemes and artifices to defraud.

60. While  engaging  in  the  course  of  conduct  described  above,  the
Defendants  acted  with  scienter,  that  is,  with  an  intent  to  deceive,  manipulate,  or
defraud, or with a severely reckless disregard for the truth.
61. By  reason  of  the  foregoing,  the  Defendants,  directly  and  indirectly,
have violated and, unless enjoined, will continue to violate Section 17(a)(1) of the
Securities Act [15 U.S.C. § 77q(a)(1)].
COUNT II – FRAUD

Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act
[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]

62. Paragraphs 1 through 56 are hereby re-alleged and incorporated herein
by reference.
63. From in or about 2016 to 2020, the Defendants, in the offer and sale
of  the  securities  described  herein,  by  the  use  of  means
 and  instruments  of
transportation and communication in interstate commerce and by use of the mails,
directly and indirectly:
a. obtained  money  and  property  by  means  of  untrue  statements  of
material fact and omissions to state material facts necessary in order
to  make  the  statements  made,  in  light  of  the  circumstances  under
which they were made, not misleading; and

b. engaged  in  transactions,  practices  and  courses  of  business  which
would and did operate as a fraud and deceit upon the purchasers of
such securities, all as more particularly described above.
64. By  reason  of  the  foregoing,  the  Defendants,  directly  and  indirectly,
have violated and, unless enjoined, will continue to violate Sections 17(a)(2) and
17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)].
COUNT III – FRAUD
Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(a), (b) and (c)]

65. Paragraphs 1 through 56 are hereby re-alleged and incorporated herein
by reference.
66. From in or about 2016 to 2020, the Defendants, in connection with the
purchase  or  sale  of  securities  described  herein,  by  the  use  of  the  means  and
instrumentalities of interstate commerce and by the use of the mails, directly and
indirectly:
a. employed devices, schemes, and artifices to defraud;
b. made  untrue  statements  of  material  facts  and  omitted  to  state
material  facts  necessary  in  order  to  make  the  statements  made,  in

light  of  the  circumstances  under  which  they  were  made,  not
misleading; and
c. engaged in acts, practices, and courses of business which would and
did  operate  as  a  fraud  and  deceit  upon  the  purchasers  of  such
securities, all as more particularly described above.
67. The Defendants knowingly, intentionally, and/or recklessly engaged
in  the  aforementioned  devices,  schemes,  and  artifices  to  defraud,  made  untrue
statements  of  material  facts  and  omitted  to  state  material  facts,  and  engaged  in
fraudulent acts, practices, and courses of business.  In engaging in such conduct,
the Defendants acted with scienter; that is, with an intent to deceive, manipulate, or
defraud or with a severely reckless disregard for the truth.
68. By  reason  of  the  foregoing,  the  Defendants,  directly  and  indirectly,
have  violated  and,  unless  enjoined,  will  continue  to  violate,  Section  10(b)  of  the
Exchange  Act  [15  U.S.C.  §  78j(b)]  and  Rule  10b-5  thereunder  [17  C.F.R.
§ 240.10b-5].

 WHEREFORE, the Commission seeks the following relief:
I.
Findings of fact and conclusions of law, pursuant to Rule 52 of the Federal
Rules  of  Civil  Procedure,  finding  that  the Defendants  committed  the  violations
alleged herein.
II.
Permanent  injunctions  enjoining  the Defendants,  their  officers,  directors,
agents,  servants,  employees,  and  attorneys  from  violating,  directly  or  indirectly,
Sections 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2) and
(3)] and Section  10(b)  of  the  Exchange  Act  [15  U.S.C.  §  78j(b)]  and  Rules 10b-
5(a), (b) and (c) thereunder [17 C.F.R. § 240.10b-5(a), (b) and (c)].
III.
 An order requiring the disgorgement by the Defendants of all ill-gotten gains
or unjust enrichment with prejudgment interest, to effect the remedial purposes of
the federal securities laws.

IV.
An  order  pursuant  to  Section  20(d)  of  the  Securities  Act  [15  U.S.C.
§ 77t(d)]  and  Section  21(d)(3)  of  the  Exchange  Act  [15  U.S.C.  §  78u(d)(3)]
imposing civil penalties against the Defendants.
V.
 Such  other  and  further  relief  as  this  Court  may  deem  just,  equitable,  and
appropriate in connection with the enforcement of the federal securities laws and
for the protection of investors.
DEMAND FOR JURY TRIAL

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission
demands trial by jury in this action of all issues so triable.
Dated this 24
th
 day of September 2021.

Respectfully submitted,

/s/ M. Graham Loomis
M. Graham Loomis
Regional Trial Counsel
Georgia Bar No. 457868
Tel: (404) 842-7622

Email: [email protected]

Robert F. Schroeder
Senior Trial Counsel
Georgia Bar No. 001390
Tel: (404) 942-0688
Email: [email protected]

      Justin Delfino
      Senior Counsel
      Georgia Bar No. 570206
    Tel: (404) 942-0698
     Email: [email protected]

COUNSEL FOR PLAINTIFF
U.S. Securities and Exchange Commission
Atlanta Regional Office
950 East Paces Ferry Road, N.E., Suite 900
Atlanta, GA  30326-1382

UNITED STATES DISTRICT COURT 
FOR THE NORTHERN DISTRICT OF GEORGIA 

ATLANTA DIVISION 
 
 
  
U.S. SECURITIES AND EXCHANGE 
COMMISSION, 

 

  
Plaintiff,  

  
v. Civil Action No. _______ 

 
 

STAR CHAIN, INC., and TIMUR EFE, 
a/k/a OMER CASURLUK,  
 

Defendants. 

JURY TRIAL 
DEMANDED 

  
  

 
COMPLAINT FOR INJUNCTIVE AND OTHER RELIEF 

Plaintiff, U.S. Securities and Exchange Commission (“Commission”), files 

its Complaint and alleges that: 

SUMMARY 

1. Beginning in approximately 2016, Defendant Timur Efe, a/k/a Omer 

Casurluk (hereinafter “Casurluk”), a dual citizen of the Republic of Turkey and the 

United States, and CEO and majority owner of Defendant Star Chain, Inc. 

(hereinafter “Star Chain”) (collectively, the “Defendants”), operated an offering 

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fraud that targeted Turkish immigrants to the United States, many of whom were 

financially unsophisticated and spoke little English. 

2. The Defendants, through 23 affiliated limited liability companies they 

organized (the “US Star Companies”), raised approximately $9 million from 

approximately 30 investors to acquire numerous quick-serve-restaurant franchises 

(“QSRs”) in the Southeastern United States. 

3. The Defendants made numerous misrepresentations to investors in 

connection with their investments.   

4. The Defendants frequently misrepresented their monetary interests in 

the US Star Companies, by claiming that both Star Chain and the investors would 

make substantial capital contributions to the companies. 

5. In reality, the Defendants often made little or no capital contributions 

to the US Star Companies, relying almost exclusively upon investors’ contributions 

to fund the QSRs’ acquisition costs. 

6.  The Defendants frequently overstated the QSRs’ acquisition costs to 

investors, and misrepresented investors’ ownership stakes in the US Star 

Companies to the QSRs’ franchisors. 

7. The Defendants altered and misrepresented the terms of the U.S. Star 

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Companies’ operating agreements, and Casurluk induced investors, many of whom 

had limited English skills, to sign them. 

8. The Defendants failed to properly account for investors’ investments 

in the US Star Companies, and Casurluk comingled and misappropriated investors’ 

funds earmarked for QSR acquisitions. 

9. Star Chain, Casurluk and the US Star Companies eventually filed for 

bankruptcy protection, and all of the US Star Companies wound down and 

liquidated their assets.  Star Chain and nearly all of the US Star Companies were 

administratively dissolved in 2020. 

10. Investors lost a substantial amount of money as a result of the 

Defendants’ misconduct. 

VIOLATIONS 

11. The Defendants engaged in, and, unless restrained and enjoined by 

this Court, will continue to engage in, acts, practices, schemes, and courses of 

business that constituted and will constitute violations of Sections 17(a)(1), (2) 

and (3) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. § 77q(a)(1), 

(2) and (3)], as well as Section 10(b) of the Securities Exchange Act of 1934 

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(“Exchange Act”) [15 U.S.C. § 78j(b)] and Rules 10b-5(a), (b) and (c) thereunder 

[17 C.F.R. § 240.10b-5(a), (b) and (c)]. 

JURISDICTION AND VENUE 

12. The Commission brings this action pursuant to Sections 20 and 22 of 

the Securities Act [15 U.S.C. §§ 77t and 77v] and Sections 21(d) and 21(e) of the 

Exchange Act [15 U.S.C. § 78u(d), (e)] to enjoin the Defendants from engaging in 

the transactions, acts, practices, and courses of business alleged in this Complaint, 

and transactions, acts, practices, and courses of business of similar purport and 

object, and for civil penalties and other equitable relief.   

13. The Court has jurisdiction over this action pursuant to Section 22 of 

the Securities Act [15 U.S.C. § 77v] and Sections 21(d), 21(e) and 27(a) of the 

Exchange Act [15 U.S.C. §§ 78u(d), 78u(e) and 78aa(a)]. 

14. The Defendants, directly and indirectly, made use of the mails, the 

means and instruments of transportation or communication in interstate 

commerce, and the means and instrumentalities of interstate commerce in 

connection with the transactions, acts, practices, and courses of business alleged 

in this Complaint, and made use of the mails and means or instrumentality of 

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interstate commerce to effect transactions, or to induce or to attempt to induce 

the purchase or sale of securities alleged in this Complaint. 

15. Certain of the transactions, acts, practices, and courses of business 

constituting violations of the Securities Act  and Exchange Act occurred in the 

Northern District of Georgia.  Moreover, Casurluk resides in, and Star Chain’s 

principal place of business was located in, the Northern District of Georgia. 

16. As such, venue is proper under Section 22 of the Securities Act [15 

U.S.C. § 77v], Section 27 of the Exchange Act [15 U.S.C. § 78aa] and 28 U.S.C. 

§ 1391. 

17. The Defendants, unless restrained and enjoined by this Court, will 

continue to engage in the transactions, acts, practices, and courses of business 

alleged in this Complaint, and in transactions, acts, practices and courses of 

business of similar purport and object. 

THE DEFENDANTS 

18. Timur Efe, a/k/a Omer Casurluk, age 41, resides in Alpharetta, 

Georgia.  Casurluk was the majority owner and CEO of Star Chain. 

19. Star Chain, Inc., was organized in Georgia in 2016.  Its principal 

place of business was located in Roswell, Georgia. 

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THE DEFENDANTS’ OFFERING FRAUD SCHEME 

A. Background 
 
20. Casurluk, a Turkish national, moved to the United States in 2009 and 

became the Executive Director of the Turkish American Chamber of Commerce 

(“TACC”). 

21. In August 2016, Casurluk founded Star Chain and used it as a vehicle 

to own and operate QSRs, both as a sole owner and with investors.  Casurluk also 

established the US Star Companies, which were used as vehicles to seek investors 

and acquire QSRs (i.e., Checker’s Drive-In Restaurants, Captain D’s Seafood 

Kitchen, Which Wich Superior Sandwiches, and Yogli Mogli Self-Serve Yogurt 

Bar). 

B. The Investments in the US Star Companies 

22. Between 2016 and 2018, the Defendants established 23 limited 

liability US Star Companies.  Each US Star Company had a different numeric name 

based upon the order in which it was created (e.g., US Star 1, LLC; US Star 3, LLC; 

US Star 4, LLC).  Some of the US Star Companies were purportedly joint ventures 

between Star Chain and third-party investors, whereas other unrelated (but similarly 

named) US Star Companies were wholly owned by Star Chain. 

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23. Casurluk met investors through his work at the TACC and by word-

of-mouth in the Turkish business community.  Many of the investors believed that 

Casurluk was assisting them with their investments as part of his duties at the 

TACC.   

24. The approximate $9 million that the Defendants raised from 

approximately 30 investors was used to acquire over 40 QSRs. 

25. The Defendants told investors that their investments in the US Star 

Companies would result in joint ventures between them and Star Chain. 

26. To participate, investors were required to provide funds equal to their 

purported ownership interest in a US Star Company (typically between 25% and 

50%), multiplied by the purported acquisition costs for the QSR(s) acquired by the 

individual US Star Company.  The investor was then supposed to obtain an 

equivalent ownership interest in the US Star Company that was created for the 

acquisitions of the QSRs.  

27. Star Chain was supposed to provide the remainder of the acquisition 

costs for the QSR(s) and obtain an equivalent ownership interest in the acquiring 

US Star Company (typically between 50-75%).  

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28. Casurluk instructed investors to wire their investment funds to a bank 

account in Star Chain’s name, which he controlled.   

29. Investors were not involved in the daily operations of the QSRs.  

Rather, each QSR was to be operated by Star Chain (sometimes through a wholly-

owned subsidiary).  In exchange for these services, Star Chain was to receive a 4% 

fee of each QSR’s monthly revenue. 

30. The Defendants provided operating agreements for the US Star 

Companies to the investors who had an ownership interest in them.  

31. The operating agreements said that investors could receive regular 

reports concerning the operation of the US Star Companies in which they had an 

ownership interest and could inspect the companies’ financial statements. 

32. The Defendants later altered some of the operating agreements, after 

they were signed by investors, to remove the investors’ ability to inspect the 

financial statements.  Some of the investors who tried to obtain the financial 

statements were denied the ability to do so by the Defendants. 

C. The Misrepresentations to Investors  

33. The Defendants misled investors into believing that Star Chain would 

make substantial capital contributions towards the acquisition costs of QSRs owned 

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by the US Star Companies, and Defendants frequently misstated the costs to acquire 

the QSRs to investors. 

34. In fact, the Defendants often consummated QSR acquisitions using 

investor funds only, with no or minimal capital contributions by Star Chain. 

35. For example, in November 2017, Casurluk solicited and received an 

investment from one investor for Checkers Drive-In franchises owned by US Star 

19, LLC.   

36. The operating agreement for US Star 19 reflected a $2.5 million 

acquisition cost for the franchises, an equal (50/50) ownership structure for the 

investor and Star Chain in the venture, and supposedly equal investments of $1.25 

million from the investor and Star Chain towards the acquisition cost. 

37. In reality, US Star 19 acquired the Checkers franchises for 

approximately $1 million, using the investor’s contribution to fully fund the 

acquisition.  Star Chain contributed no funds towards this acquisition.  

38. The Defendants also misrepresented the investors’ ownership stakes 

in the respective US Star Companies. 

39. After an investor made a capital contribution, the ownership shares of 

the newly formed US Star Company were supposed to be divided between Star 

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Chain and the investor as a percentage of their capital contributions towards a 

particular acquisition.   

40. Although Star Chain made little or no capital contributions towards 

some of the acquisitions, the Defendants led investors to believe that it had done so 

and obtained ownership interests in the US Star Companies nonetheless. 

41. Furthermore, when the Defendants provided required ownership 

documents to the QSRs’ franchisors, they often misrepresented that Star Chain and 

its executives were the sole owners of the US Star Companies.  The Defendants did 

not list the investors as partial owners or otherwise identify them to the QSRs’ 

franchisors. 

42. The Defendants did so in order to prevent investors from 

communicating with the QSR franchisors and to conceal the nature and extent of 

their fraudulent conduct from investors. 

43. On at least one occasion in 2019, an investor contacted the franchisor 

of a QSR in which he had invested to inquire about the restaurant’s operations.  The 

QSR franchisor informed him that it had no knowledge of him or his ownership 

stake in the QSR. 

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44. On at least one occasion, Casurluk modified an operating agreement 

and forged an investor’s signature, which enabled him to borrow money using the 

QSR as collateral without the investor’s knowledge. 

D. The Misuse and Misappropriation of Investor Funds 

45. Casurluk regularly misused investors’ capital contributions by 

comingling the US Star Companies’ daily operating cash with Star Chain’s funds 

and with the funds of unrelated businesses that he owned. 

46. The comingled monies were used to fund any of the entities as needed 

without a proper accounting, which resulted in the Defendants providing false 

financial reports to the US Star Companies’ investors. 

47. Casurluk regularly transferred investors’ funds to, and comingled 

them with, Star Chain and its subsidiaries, other US Star Companies, his personal 

accounts, and unrelated entities owned by him. 

48. Casurluk also misled Star Chain’s CFO about the existence and 

number of investors, the use of their funds, and investment amounts. 

49. For example, on several occasions when large deposits appeared in 

Star Chain’s bank accounts, Casurluk told the CFO that they were his capital 

contributions, when in fact, they were investors’ capital contributions. 

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50. By comingling investors’ contributions and operating funds, and by 

failing to properly account for or advise investors about the comingling, the 

Defendants failed to disclose that they had improperly mixed the funds of separate 

businesses with separate owners. 

51. The Defendants also improperly accounted for funds earmarked for 

investments as operating capital. 

52. For example, one investor contributed $200,000 for the purchase of a 

20% interest in a Checker’s Drive-In franchise located near Augusta, Georgia.  

However, the Defendants did not disclose to the investor that the deal had fallen 

through.  Instead, the Defendants retained the investor’s investment and used the 

money to fund other Star Chain operations, without the investor’s knowledge or 

consent. 

53. Bank records reveal that Casurluk misappropriated more than $1 

million in investors’ funds for his personal use. 

E. Star Chain’s Demise and the Bankruptcy Proceedings   

54. The Defendants’ fraud and mismanagement were major factors in Star 

Chain’s demise.  Star Chain was insolvent by August 2019. 

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55. In October 2019, Star Chain, Casurluk and many of the US Star 

Companies jointly filed for bankruptcy protection, pursuant to Chapter 11 of the 

United States Bankruptcy Code.  Casurluk later removed his personal bankruptcy 

from the joint petition and converted it to a Chapter 7 proceeding. 

56. In connection with the bankruptcy petitions and proceedings, 

Casurluk threatened several investors that, if they hired attorneys and challenged 

the proceedings, they would receive no money. 

COUNT I – FRAUD 

Violations of Section 17(a)(1) of the Securities Act 
[15 U.S.C. § 77q(a)(1)] 

 
57. Paragraphs 1 through 56 are hereby re-alleged and incorporated herein 

by reference. 

58. From in or about 2016 to 2020, the Defendants, in the offer and sale 

of the securities described herein, by the use of means and instruments of 

transportation and communication in interstate commerce and by use of the mails, 

directly and indirectly, employed devices, schemes and artifices to defraud 

purchasers of such securities, all as more particularly described above. 

59. The Defendants knowingly, intentionally, and/or recklessly engaged 

in the aforementioned devices, schemes and artifices to defraud. 

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60. While engaging in the course of conduct described above, the 

Defendants acted with scienter, that is, with an intent to deceive, manipulate, or 

defraud, or with a severely reckless disregard for the truth. 

61. By reason of the foregoing, the Defendants, directly and indirectly, 

have violated and, unless enjoined, will continue to violate Section 17(a)(1) of the 

Securities Act [15 U.S.C. § 77q(a)(1)]. 

COUNT II – FRAUD 
 

Violations of Sections 17(a)(2) and 17(a)(3) of the Securities Act 
[15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)] 

 
62. Paragraphs 1 through 56 are hereby re-alleged and incorporated herein 

by reference. 

63. From in or about 2016 to 2020, the Defendants, in the offer and sale 

of the securities described herein, by the use of means and instruments of 

transportation and communication in interstate commerce and by use of the mails, 

directly and indirectly: 

a. obtained money and property by means of untrue statements of 

material fact and omissions to state material facts necessary in order 

to make the statements made, in light of the circumstances under 

which they were made, not misleading; and 

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b. engaged in transactions, practices and courses of business which 

would and did operate as a fraud and deceit upon the purchasers of 

such securities, all as more particularly described above. 

64. By reason of the foregoing, the Defendants, directly and indirectly, 

have violated and, unless enjoined, will continue to violate Sections 17(a)(2) and 

17(a)(3) of the Securities Act [15 U.S.C. §§ 77q(a)(2) and 77q(a)(3)]. 

COUNT III – FRAUD 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Thereunder 
[15 U.S.C. § 78j(b); 17 C.F.R. § 240.10b-5(a), (b) and (c)] 

 
65. Paragraphs 1 through 56 are hereby re-alleged and incorporated herein 

by reference. 

66. From in or about 2016 to 2020, the Defendants, in connection with the 

purchase or sale of securities described herein, by the use of the means and 

instrumentalities of interstate commerce and by the use of the mails, directly and 

indirectly: 

a. employed devices, schemes, and artifices to defraud; 

b. made untrue statements of material facts and omitted to state 

material facts necessary in order to make the statements made, in 

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light of the circumstances under which they were made, not 

misleading; and 

c. engaged in acts, practices, and courses of business which would and 

did operate as a fraud and deceit upon the purchasers of such 

securities, all as more particularly described above. 

67. The Defendants knowingly, intentionally, and/or recklessly engaged 

in the aforementioned devices, schemes, and artifices to defraud, made untrue 

statements of material facts and omitted to state material facts, and engaged in 

fraudulent acts, practices, and courses of business.  In engaging in such conduct, 

the Defendants acted with scienter; that is, with an intent to deceive, manipulate, or 

defraud or with a severely reckless disregard for the truth. 

68. By reason of the foregoing, the Defendants, directly and indirectly, 

have violated and, unless enjoined, will continue to violate, Section 10(b) of the 

Exchange Act [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. 

§ 240.10b-5]. 

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 WHEREFORE, the Commission seeks the following relief: 

I. 

Findings of fact and conclusions of law, pursuant to Rule 52 of the Federal 

Rules of Civil Procedure, finding that the Defendants committed the violations 

alleged herein.  

II.  

Permanent injunctions enjoining the Defendants, their officers, directors, 

agents, servants, employees, and attorneys from violating, directly or indirectly, 

Sections 17(a)(1), (2) and (3) of the Securities Act [15 U.S.C. § 77q(a)(1), (2) and 

(3)] and Section 10(b) of the Exchange Act [15 U.S.C. § 78j(b)] and Rules 10b-

5(a), (b) and (c) thereunder [17 C.F.R. § 240.10b-5(a), (b) and (c)]. 

III.  

 An order requiring the disgorgement by the Defendants of all ill-gotten gains 

or unjust enrichment with prejudgment interest, to effect the remedial purposes of 

the federal securities laws. 

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IV. 

An order pursuant to Section 20(d) of the Securities Act [15 U.S.C. 

§ 77t(d)] and Section 21(d)(3) of the Exchange Act [15 U.S.C. § 78u(d)(3)] 

imposing civil penalties against the Defendants. 

V.  

 Such other and further relief as this Court may deem just, equitable, and 

appropriate in connection with the enforcement of the federal securities laws and 

for the protection of investors. 

DEMAND FOR JURY TRIAL 
 
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the Commission 

demands trial by jury in this action of all issues so triable. 

Dated this 24th day of September 2021. 
 
Respectfully submitted, 

 
/s/ M. Graham Loomis 
M. Graham Loomis 
Regional Trial Counsel 
Georgia Bar No. 457868 
Tel: (404) 842-7622 

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Email: [email protected] 
 
 
Robert F. Schroeder 
Senior Trial Counsel 
Georgia Bar No. 001390 
Tel: (404) 942-0688 
Email: [email protected] 

 
      Justin Delfino 
      Senior Counsel 
      Georgia Bar No. 570206 

    Tel: (404) 942-0698 
     Email: [email protected] 

 
 
COUNSEL FOR PLAINTIFF 
U.S. Securities and Exchange Commission 
Atlanta Regional Office 
950 East Paces Ferry Road, N.E., Suite 900 
Atlanta, GA  30326-1382 

Case 1:21-cv-03944-JPB   Document 1   Filed 09/24/21   Page 19 of 19

mailto:[email protected]
mailto:[email protected]
mailto:[email protected]

	1. Beginning in approximately 2016, Defendant Timur Efe, a/k/a Omer Casurluk (hereinafter “Casurluk”), a dual citizen of the Republic of Turkey and the United States, and CEO and majority owner of Defendant Star Chain, Inc. (hereinafter “Star Chain”) ...
	2. The Defendants, through 23 affiliated limited liability companies they organized (the “US Star Companies”), raised approximately $9 million from approximately 30 investors to acquire numerous quick-serve-restaurant franchises (“QSRs”) in the Southe...
	3. The Defendants made numerous misrepresentations to investors in connection with their investments.
	4. The Defendants frequently misrepresented their monetary interests in the US Star Companies, by claiming that both Star Chain and the investors would make substantial capital contributions to the companies.
	5. In reality, the Defendants often made little or no capital contributions to the US Star Companies, relying almost exclusively upon investors’ contributions to fund the QSRs’ acquisition costs.
	6.  The Defendants frequently overstated the QSRs’ acquisition costs to investors, and misrepresented investors’ ownership stakes in the US Star Companies to the QSRs’ franchisors.
	7. The Defendants altered and misrepresented the terms of the U.S. Star Companies’ operating agreements, and Casurluk induced investors, many of whom had limited English skills, to sign them.
	8. The Defendants failed to properly account for investors’ investments in the US Star Companies, and Casurluk comingled and misappropriated investors’ funds earmarked for QSR acquisitions.
	9. Star Chain, Casurluk and the US Star Companies eventually filed for bankruptcy protection, and all of the US Star Companies wound down and liquidated their assets.  Star Chain and nearly all of the US Star Companies were administratively dissolved ...
	10. Investors lost a substantial amount of money as a result of the Defendants’ misconduct.
	THE DEFENDANTS’ OFFERING FRAUD SCHEME
	Tel: (404) 942-0698