Ring v. Janssen Research & Development LLC

 
 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 86887 / September 5, 2019 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-19421 
 
In the Matter of 
 
BRENDAN POLLITZ 
 
Respondent. 
 
 
 
 
ORDER INSTITUTING CEASE-AND-DESIST 
PROCEEDINGS, PURSUANT TO SECTION 
21C OF THE SECURITIES EXCHANGE ACT 
OF 1934, MAKING FINDINGS, AND 
IMPOSING A CEASE-AND-DESIST ORDER  
   
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 
21C of the Securities Exchange Act of 1934 (“Exchange Act”) against Brendan Pollitz (“Pollitz” 
or “Respondent”).   
 
II. 
 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, and without admitting or denying the findings 
herein, except as to the Commission’s jurisdiction over him and the subject matter of these 
proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 
to the entry of this Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the 
Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order 
(“Order”), as set forth below.   
 

 2 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds
1
 that  
 
Respondent 
 
1. Brendan Pollitz, age 38, lives in Los Angeles, California.  He is the director of 
operations of Toon Goggles, Inc., an internet-streaming publisher of children’s entertainment.  From 
2016 through at least 2017, Pollitz was identified as the sole director and shareholder of Gemini 
Group Inc., a now defunct company that engaged unregistered sales representatives who solicited 
investor capital for projects involving Toon Goggles.  Pollitz is not, and has never been registered 
with the Commission in any capacity. 
 
Other Relevant Entities 
 
2. Toon Goggles, Inc., is a Nevada corporation with its principal place of business in 
Los Angeles, California.  The company offers online streaming children’s content. 
 
3. TG Licensing and Media Group LLC (“TGLMG”), was a Nevada company, 
established in 2016.  TGLMG was intended to function as the licensing arm for Toon Goggles.  
TGLMG ceased operations in late 2017, and its Nevada business license expired in August 2018.   
 
4. Kidz Media Investments LLC (“KMI”), was a Nevada company that, from 2016 
through 2017, funded TGLMG by raising investor capital through a private offering. 
 
5. Gemini Group, Inc., was a Nevada company established in May 2015.  Gemini 
ceased operations in 2017, and its Nevada business license expired in May 2018. 
 
Background 
 
6. Toon Googles is a media service provider that offers on-demand streaming of 
cartoons, games, and other children’s entertainment.  The Toon Goggles application is available on 
smart phones, tablets, smart televisions, and online through the company’s website 
 
7. In August 2016, Pollitz and the rest of Toon Goggle’s management team 
established TGLMG to license and distribute Toon Goggle’s digital IP. 
 
8. Toon Goggle’s founder (hereinafter, “Founder”) decided to use KMI as the funding 
vehicle for TGLMG’s projects, and in turn, to raise investor capital through KMI.  Hence, in 
October 2016, Pollitz, at the direction of Founder, signed and filed a form D with the Commission 
regarding a KMI private offering.   
                                                 
1
  The findings herein are made pursuant to Respondent's Offer of Settlement and are not 
binding on any other person or entity in this or any other proceeding.  
 

 3 
9. From September 2016 through November 2017, KMI raised over $4 million from 
more than 100 investors.   
 
10. The KMI-TGLMG private placement memorandum that was distributed to 
investors identified Gemini Group, Inc. as KMI’s manager, and Pollitz as the “sole shareholder and 
officer/director of Gemini.” 
 
11. Founder engaged sales representatives to solicit investors, nationwide, for the KMI-
TGLMG private offering.  From 2016 through 2017, Gemini paid these representatives 
commissions equal to a percentage of the capital raised from investors.  Founder also paid himself 
transaction-based compensation. 
 
12. Pollitz and Founder signed the checks, on behalf of Gemini, paying commissions to 
the unregistered sales representatives.  Neither Gemini, Founder, Pollitz, nor any of the sales 
representatives who solicited investor capital for the KMI-TGLMG private offering were 
registered as broker-dealers or associated with a registered broker-dealer. 
 
13. For most of the relevant period, Pollitz acted as the conduit for paying commissions 
to sales representatives who solicited investors for the KMI-TGLMG private offering.  Though he 
was the sole shareholder and officer of Gemini, Pollitz permitted Founder to pay transaction-based 
compensation to sales representatives and to Founder with investor funds that had been transferred 
into Gemini’s bank account.  Moreover, on several occasions, Pollitz himself, at the direction of 
Founder, paid transaction-based compensation to the sales representatives.   
 
14. Pollitz engaged in the foregoing conduct even though he knew or should have 
known that Gemini, Founder, and the sales representatives were not registered as broker-dealers or 
associated with registered broker-dealers, while soliciting investor capital for the KMI-TGLMG 
offering.  Pollitz received $31,280 from Gemini for engaging in the foregoing conduct. 
 
15. As a result of the conduct described above, Pollitz caused Founder’s violations of 
Section 15(a) of the Exchange Act. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
 
 Accordingly, it is hereby ORDERED that: 
 
 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 
committing or causing any violations and any future violations of Section 15(a) of the Exchange 
Act.   
 
B. Respondent shall pay disgorgement of $31,280.00, prejudgment interest of 
$2,837.02 and civil penalties of $9,472.00, for a total payment of $43,589.02, to the Securities and 

 4 
Exchange Commission for transfer to the general fund of the United States Treasury, subject to 
Exchange Act Section 21F(g)(3).  If timely payment is not made, additional interest shall accrue 
pursuant to SEC Rule of Practice 600 and to 31 U.S.C. §3717.  Payment shall be made in the 
following installments:   
 
1. $5,000.00, within 10 days of entry of this Order; 
2. $9,647.26, within 90 days of entry of this Order; 
3. $9,647.26, within 180 days of entry of this Order; 
4. $9,647.26, within 270 days of entry of this Order; 
5. $9,647.26, within 360 days of entry of this Order. 
 
Payments shall be applied first to post order interest, which accrues pursuant to SEC Rule of 
Practice 600 and pursuant to 31 U.S.C. 3717.  Prior to making the final payment set forth herein, 
Respondent shall contact the staff of the Commission for the amount due.  If Respondent fails to 
make any payment by the date agreed and/or in the amount agreed according to the schedule set 
forth above, all outstanding payments under this Order, including post-order interest, minus any 
payments made, shall become due and payable immediately at the discretion of the staff of the 
Commission without further application to the Commission. 
 
Payment must be made in one of the following ways:   
 
(1) Respondent may transmit payment electronically to the Commission, which 
will provide detailed ACH transfer/Fedwire instructions upon request;  
 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  
 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to:  
 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Brendan Pollitz as a Respondent in these proceedings, and the file number of these proceedings; a 
copy of the cover letter and check or money order must be sent to Alka N. Patel, Associate 
Director, Division of Enforcement, Securities and Exchange Commission, U.S Securities and 
Exchange Commission, 444 South Flower Street, Suite 900, Los Angeles, CA 90071. 
 
 

 5 
 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 
treated as penalties paid to the government for all purposes, including all tax purposes.  To 
preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 
Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 
award of compensatory damages by the amount of any part of Respondent’s payment of a civil 
penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 
Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order granting 
the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 
Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 
an additional civil penalty and shall not be deemed to change the amount of the civil penalty 
imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 
private damages action brought against Respondent by or on behalf of one or more investors based 
on substantially the same facts as alleged in the Order instituted by the Commission in this 
proceeding. 
 
V. 
It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 
523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 
Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 
amounts due by Respondent under this Order or any other judgment, order, consent order, decree 
or settlement agreement entered in connection with this proceeding, is a debt for the violation by 
Respondent of the federal securities laws or any regulation or order issued under such laws, as set 
forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 
 
 
 By the Commission. 
 
 
 
Vanessa A. Countryman 
       Secretary 
 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 86887 / September 5, 2019 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-19421 

 

In the Matter of 

 

BRENDAN POLLITZ 

 

Respondent. 

 

 

 

 

ORDER INSTITUTING CEASE-AND-DESIST 

PROCEEDINGS, PURSUANT TO SECTION 

21C OF THE SECURITIES EXCHANGE ACT 

OF 1934, MAKING FINDINGS, AND 

IMPOSING A CEASE-AND-DESIST ORDER  

   

 

I. 
 

 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 

21C of the Securities Exchange Act of 1934 (“Exchange Act”) against Brendan Pollitz (“Pollitz” 

or “Respondent”).   

 

II. 
 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, which are admitted, and except as provided herein in Section V, Respondent consents 

to the entry of this Order Instituting Cease-and-Desist Proceedings, Pursuant to Section 21C of the 

Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order 

(“Order”), as set forth below.   

 



 2 

III. 
 

 On the basis of this Order and Respondent’s Offer, the Commission finds1 that  

 

Respondent 

 

1. Brendan Pollitz, age 38, lives in Los Angeles, California.  He is the director of 

operations of Toon Goggles, Inc., an internet-streaming publisher of children’s entertainment.  From 

2016 through at least 2017, Pollitz was identified as the sole director and shareholder of Gemini 

Group Inc., a now defunct company that engaged unregistered sales representatives who solicited 

investor capital for projects involving Toon Goggles.  Pollitz is not, and has never been registered 

with the Commission in any capacity. 

 

Other Relevant Entities 

 

2. Toon Goggles, Inc., is a Nevada corporation with its principal place of business in 

Los Angeles, California.  The company offers online streaming children’s content. 

 

3. TG Licensing and Media Group LLC (“TGLMG”), was a Nevada company, 

established in 2016.  TGLMG was intended to function as the licensing arm for Toon Goggles.  

TGLMG ceased operations in late 2017, and its Nevada business license expired in August 2018.   

 

4. Kidz Media Investments LLC (“KMI”), was a Nevada company that, from 2016 

through 2017, funded TGLMG by raising investor capital through a private offering. 

 

5. Gemini Group, Inc., was a Nevada company established in May 2015.  Gemini 

ceased operations in 2017, and its Nevada business license expired in May 2018. 

 

Background 

 

6. Toon Googles is a media service provider that offers on-demand streaming of 

cartoons, games, and other children’s entertainment.  The Toon Goggles application is available on 

smart phones, tablets, smart televisions, and online through the company’s website 

 

7. In August 2016, Pollitz and the rest of Toon Goggle’s management team 

established TGLMG to license and distribute Toon Goggle’s digital IP. 

 

8. Toon Goggle’s founder (hereinafter, “Founder”) decided to use KMI as the funding 

vehicle for TGLMG’s projects, and in turn, to raise investor capital through KMI.  Hence, in 

October 2016, Pollitz, at the direction of Founder, signed and filed a form D with the Commission 

regarding a KMI private offering.   

                                                 
1  The findings herein are made pursuant to Respondent's Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding.  

 



 3 

9. From September 2016 through November 2017, KMI raised over $4 million from 

more than 100 investors.   

 

10. The KMI-TGLMG private placement memorandum that was distributed to 

investors identified Gemini Group, Inc. as KMI’s manager, and Pollitz as the “sole shareholder and 

officer/director of Gemini.” 

 

11. Founder engaged sales representatives to solicit investors, nationwide, for the KMI-

TGLMG private offering.  From 2016 through 2017, Gemini paid these representatives 

commissions equal to a percentage of the capital raised from investors.  Founder also paid himself 

transaction-based compensation. 

 

12. Pollitz and Founder signed the checks, on behalf of Gemini, paying commissions to 

the unregistered sales representatives.  Neither Gemini, Founder, Pollitz, nor any of the sales 

representatives who solicited investor capital for the KMI-TGLMG private offering were 

registered as broker-dealers or associated with a registered broker-dealer. 

 

13. For most of the relevant period, Pollitz acted as the conduit for paying commissions 

to sales representatives who solicited investors for the KMI-TGLMG private offering.  Though he 

was the sole shareholder and officer of Gemini, Pollitz permitted Founder to pay transaction-based 

compensation to sales representatives and to Founder with investor funds that had been transferred 

into Gemini’s bank account.  Moreover, on several occasions, Pollitz himself, at the direction of 

Founder, paid transaction-based compensation to the sales representatives.   

 

14. Pollitz engaged in the foregoing conduct even though he knew or should have 

known that Gemini, Founder, and the sales representatives were not registered as broker-dealers or 

associated with registered broker-dealers, while soliciting investor capital for the KMI-TGLMG 

offering.  Pollitz received $31,280 from Gemini for engaging in the foregoing conduct. 

 

15. As a result of the conduct described above, Pollitz caused Founder’s violations of 

Section 15(a) of the Exchange Act. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

 

 Accordingly, it is hereby ORDERED that: 

 

 A. Pursuant to Section 21C of the Exchange Act, Respondent cease and desist from 

committing or causing any violations and any future violations of Section 15(a) of the Exchange 

Act.   

 

B. Respondent shall pay disgorgement of $31,280.00, prejudgment interest of 

$2,837.02 and civil penalties of $9,472.00, for a total payment of $43,589.02, to the Securities and 



 4 

Exchange Commission for transfer to the general fund of the United States Treasury, subject to 

Exchange Act Section 21F(g)(3).  If timely payment is not made, additional interest shall accrue 

pursuant to SEC Rule of Practice 600 and to 31 U.S.C. §3717.  Payment shall be made in the 

following installments:   

 

1. $5,000.00, within 10 days of entry of this Order; 

2. $9,647.26, within 90 days of entry of this Order; 

3. $9,647.26, within 180 days of entry of this Order; 

4. $9,647.26, within 270 days of entry of this Order; 

5. $9,647.26, within 360 days of entry of this Order. 

 

Payments shall be applied first to post order interest, which accrues pursuant to SEC Rule of 

Practice 600 and pursuant to 31 U.S.C. 3717.  Prior to making the final payment set forth herein, 

Respondent shall contact the staff of the Commission for the amount due.  If Respondent fails to 

make any payment by the date agreed and/or in the amount agreed according to the schedule set 

forth above, all outstanding payments under this Order, including post-order interest, minus any 

payments made, shall become due and payable immediately at the discretion of the staff of the 

Commission without further application to the Commission. 

 

Payment must be made in one of the following ways:   

 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;  

 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or  

 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to:  

 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Brendan Pollitz as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to Alka N. Patel, Associate 

Director, Division of Enforcement, Securities and Exchange Commission, U.S Securities and 

Exchange Commission, 444 South Flower Street, Suite 900, Los Angeles, CA 90071. 

 

 

http://www.sec.gov/about/offices/ofm.htm


 5 

 D. Amounts ordered to be paid as civil money penalties pursuant to this Order shall be 

treated as penalties paid to the government for all purposes, including all tax purposes.  To 

preserve the deterrent effect of the civil penalty, Respondent agrees that in any Related Investor 

Action, he shall not argue that he is entitled to, nor shall he benefit by, offset or reduction of any 

award of compensatory damages by the amount of any part of Respondent’s payment of a civil 

penalty in this action (“Penalty Offset”).  If the court in any Related Investor Action grants such a 

Penalty Offset, Respondent agrees that he shall, within 30 days after entry of a final order granting 

the Penalty Offset, notify the Commission's counsel in this action and pay the amount of the 

Penalty Offset to the Securities and Exchange Commission.  Such a payment shall not be deemed 

an additional civil penalty and shall not be deemed to change the amount of the civil penalty 

imposed in this proceeding.  For purposes of this paragraph, a “Related Investor Action” means a 

private damages action brought against Respondent by or on behalf of one or more investors based 

on substantially the same facts as alleged in the Order instituted by the Commission in this 

proceeding. 

 

V. 

It is further Ordered that, solely for purposes of exceptions to discharge set forth in Section 

523 of the Bankruptcy Code, 11 U.S.C. §523, the findings in this Order are true and admitted by 

Respondent, and further, any debt for disgorgement, prejudgment interest, civil penalty or other 

amounts due by Respondent under this Order or any other judgment, order, consent order, decree 

or settlement agreement entered in connection with this proceeding, is a debt for the violation by 

Respondent of the federal securities laws or any regulation or order issued under such laws, as set 

forth in Section 523(a)(19) of the Bankruptcy Code, 11 U.S.C. §523(a)(19). 

 

 

 By the Commission. 

 

 

 

Vanessa A. Countryman 

       Secretary