April 14, 2020
On April 2, 2020, the SEC filed a Complaint against an entertainment technology company based in Beverly Hills, California, its owner, and his brother.
The Complaint alleges that Dan Goman, a resident of Los Angeles and founder, president, CEO, and largest shareholder of OwnZones Media Network, Inc. (OwnZones), and his brother, Phoenix, Arizona resident Joe Goman, have raised $45 million since 2011 by offering unregistered securities to over a thousand investors.
The Complaint alleges that the Goman brothers solicited OwnZones stock to unaccredited investors and devised a “subinvestment” process aggregating subinvestors’ money under supposedly accredited “direct investors.” OwnZones began its “Series A” offering in 2011, selling its stock at $0.25 per share. Approximately 80% of the capital raised between 2011 and 2016 came from Romanians or investors in the Romanian-American community.
Joe Goman allegedly stated to investors that Venture Capitalist MC and MGM had purchased OwnZones stock for $5 per share and that Google offered $500 million to buy OwnZones. The Goman brothers allegedly made numerous statements about how the company was about to go public and that the initial public offering (IPO) price was going to be much higher than what investors were currently paying for their shares. Further, the Goman brothers are attempting to attract investors with a “Series B” raise in which they claim they are fundraising with well-known companies including the aforementioned film companies, Warner Brothers, and Google Venture. The SEC asserts that all of these statements are false, misleading, or unfounded.
The SEC Complaint charges OwnZones and Dan and Joe Goman with violating Section 10(b) of the Exchange Act by making numerous false and misleading statements to OwnZones investors. The SEC also alleges that OwnZones and the Goman brothers violated Sections 5(a), 5(c), and 17(a) of the Securities Act for fraudulently offering and selling unregistered securities. Finally, the SEC charges Dan Goman, as the sole person who controlled OwnZones and was liable for activity related to the company, with violating Section 20(a) of the Exchange Act. The SEC seeks a permanent injunction, disgorgement of ill-gotten gains with interest, and a civil penalty.