Old South Trading Co., LLC; Brendan H. Church; Edwin N. (“Chuck”) Church
U.S. SECURITIES AND EXCHANGE COMMISSION
Litigation Release No. 26230 / January 21, 2025
Securities and Exchange Commission v. Old South Trading Co., LLC, et al., No. 6:25-cv-JDA (D.S.C. filed January 17, 2025)
SEC Charges Father and Son for $25.8 Million Unregistered Securities Offering
The Securities and Exchange Commission today announced charges against South Carolina-based Old South Trading Co., LLC (“Old South”), its owner Brendan H. Church, and his father Edwin N. (“Chuck”) Church, for conducting an unregistered offering of securities. Chuck Church was also charged for acting as an unregistered broker in connection with the offering.
The SEC’s complaint, filed in the U.S. District Court for the District of South Carolina, alleges that from March 2020 until May 2022, the Churches, through Old South, raised approximately $25.8 million dollars through the unregistered offer and sale of demand promissory notes from approximately 100 investors, including unaccredited investors and investors identified through social media message boards. As alleged, the Churches solicited investments for the purpose of purchasing personal protective equipment during the coronavirus pandemic. According to the complaint, the securities offering was never registered with the SEC and did not qualify for any exemption from registration. Consequently, the complaint alleges, investors were deprived of critical information regarding their investment that would have been required in a registration statement. Without these disclosures, as alleged, investors were unaware that Old South was suffering from severe financial difficulties. As set forth in the complaint, in June 2022, Old South allegedly stopped making interest payments and honoring investor redemption requests, resulting in more than $11.6 million in losses to at least 79 investors. The SEC’s complaint also alleges that Chuck Church improperly operated as an unregistered broker by receiving transaction-based compensation from Old South in exchange for, among other things, soliciting investors, handling paperwork and correspondence with investors, and making recommendations regarding the investments.
The SEC’s complaint charges Old South, Brendan Church, and Chuck Church with violating the securities registration provisions of Sections 5(a) and (c) of the Securities Act of 1933, and Chuck Church with violating the broker-dealer registration provisions of Section 15(a)(1) of the Securities Exchange Act of 1934. The SEC’s complaint seeks injunctive relief, disgorgement of allegedly ill-gotten gains from Chuck Church with prejudgment interest, and civil penalties.
The SEC’s investigation was conducted by Jonathan Shapiro, Andrew Elliott, and Margaret Vizzi, and supervised by Amy L. Friedman and Michael Brennan. The SEC’s litigation will be led by Dean Conway and supervised by James Carlson.
If you are an investor in Old South and you wish to contact the SEC staff, please reach out to ENF-OldSouthVictims@sec.gov.