SEC v. Old South Trading Co., LLC; Brendan H. Church; and Edwin N. Church, No. 6:25-cv-00334, District of South Carolina (Jan. 21, 2025) — Complaint

UNITED STATES DISTRICT COURT
DISTRICT OF SOUTH CAROLINA
GREENVILLE DIVISION

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,

v. No. _______________

OLD SOUTH TRADING CO., LLC,
BRENDAN H. CHURCH, and EDWIN N.
CHURCH,
    COMPLAINT

JURY TRIAL DEMANDED

Defendants.

 Plaintiff, the United States Securities and Exchange Commission (“SEC”), for its
Complaint against defendants Old South Trading Co., LLC (“Old South”), Brendan H. Church
(“Brendan Church”), and Edwin N. “Chuck” Church (“Chuck Church”) alleges:
SUMMARY
1. This is a civil enforcement action against Brendan Church, his father Chuck
Church (together with Brendan Church, “the Churches”), and Old South for violations of the
registration provisions of the federal securities laws.
2. From March 2020 until May 2022, the Churches, through Old South, a private
limited liability company solely owned and controlled by Brendan Church, raised approximately
$25.8 million through the unregistered offer and sale of securities, in the form of demand
promissory notes, from approximately 100 investors, including several investors from South
Carolina.  No registration statement was in effect with respect to the sale of the promissory notes,
and no exemptions from registration were applicable.

2

3. Chuck Church is the operator of a franchise within a fast-food restaurant chain
(“Fast-Food Restaurant Chain”), and the Churches’ solicitations were largely directed at fellow
Fast-Food Restaurant Chain operators.  The Churches solicited investments for the purpose of
purchasing personal protective equipment (“PPE”) during the coronavirus pandemic.  Chuck
Church mainly interacted with and recruited investors, and he received transaction-based
compensation for doing so.  Chuck Church was also an investor in Old South.
4. Old South’s securities offering was never registered with the SEC and did not
qualify for any exemption from registration.  Consequently, investors were deprived of the
critical information that a registration statement is required to provide and that enables them to
make informed investment decisions.
5. As a result, investors were unaware that Old South was suffering from severe
financial difficulties.  In June 2022, Old South stopped making interest payments and honoring
investor redemption requests, resulting in more than $11.6 million in losses to at least 79 investors.
On May 18, 2023, Brendan Church voluntarily filed for Chapter 11 bankruptcy protection in an
individual capacity, identifying the investors in the Old South demand promissory notes as
creditors.
6. Through the acts and circumstances alleged in this Complaint, Chuck Church
acted as an unregistered broker-dealer by directly offering and selling the securities through
phone calls and emails in exchange for transaction-based compensation.
7. By engaging in the conduct described herein, Defendants violated Sections 5(a)
and (c) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 77e(a) and (c), by offering
and selling securities in unregistered transactions.  Defendant Chuck Church also violated

3

Section 15(a)(1) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. §
78o(a)(1), by acting as an unregistered broker-dealer.
DEFENDANTS
8. Old South was a Tennessee limited liability company with its principal place of
business in Greer, South Carolina.  Old South was administratively dissolved by the state of
Tennessee on September 2, 2023.  Old South has never been registered with the Commission in
any capacity nor ever had a class of securities registered with the Commission.
9. B
rendan Church, age 42, is a resident of Simpsonville, South Carolina, and
served as the President and Owner of Old South.  Brendan Church does not hold any securities
licenses and has never been registered with the Commission in any capacity.
10. C
huck Church, age 64, is a resident of Duncan, South Carolina, and solicited
investments in Old South through fellow restaurant operators within his Fast-Food Restaurant
Chain.  Chuck Church does not hold any securities licenses and has never been registered with
the Commission in any capacity.
JURISDICTION AND VENUE
11. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1),
and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a); and Sections 21(d)
and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa.
12. The Court has personal jurisdiction over Defendants, and venue is proper in this
judicial district, because the Churches reside in this district, Old South’s principal place of
business is in this district, and many of the acts and transactions constituting violations of the
Securities Act and Exchange Act occurred in this district.
13. In connection with the conduct alleged in this Complaint, Defendants, directly or
indirectly, singly or in concert with others, made use of the means or instrumentalities of

4

interstate commerce, the means and instruments of transportation or communication in interstate
commerce, or the mails, including soliciting investors located in other states and obtaining funds
from those investors through wire transfers in interstate commerce.
FACTS
I. Old South’s Offering of Securities
A. Brendan Church’s and Chuck Church’s Plan to Solicit Investments in Old
South
14. Beginning in early 2020, Brendan Church used Old South to buy and sell Personal
Protective Equipment (“PPE”).  To raise funds needed to purchase PPE, Brendan Church and his
father, Chuck Church (collectively, “the Churches”), offered and sold unregistered securities in
the form of high yield demand promissory notes issued by Old South.
15. The Churches primarily solicited investments from Chuck Church’s fellow
franchise owners within the same Fast-Food Restaurant Chain, known as “operators,” as well as
friends and family members of the Fast-Food Restaurant Chain operators.
16. Old South had legitimate business operations during the COVID-19 pandemic:
between March 2020 and December 2023, Old South sold more than $60 million in PPE, yet it
was operating at a loss.  The cause for Old South’s financial difficulties included: (1) excess
inventory that it was unable to sell; (2) large interest payments that it was obliged to make to
promissory note investors; and (3) significant compensation payments to Brendan Church.
17. Ultimately, Old South’s financial difficulties resulted in its inability to pay back
investors in the promissory notes, leaving at least 79 investors with over $11.6 million in losses.
On May 18, 2023, Brendan Church voluntarily filed for Chapter 11 bankruptcy protection in an
individual capacity, identifying the investors in the Old South demand promissory notes as
creditors.

5

B. The Old South Demand Promissory Notes
18. In March 2020, Old South received a multimillion-dollar PPE purchase order
from a large supplier of products to hospitals and other businesses.  Old South did not have
sufficient cash funds to purchase PPE to deliver to the supplier, and as a result, issued high yield
demand promissory notes to raise funds.
19. The notes were each titled “Demand Promissory Note,” and issued by Old South.
The demand promissory notes were instruments that were securities.
20. No registration statement was filed for the Old South demand promissory notes,
and no exemptions from registration were applicable.
21. On behalf of Old South, which he solely owned and controlled, Brendan Church
signed each demand promissory note.  Brendan Church also authorized the interest payments to
investors, as well as investor redemption requests, through bank accounts that he controlled.
22. Chuck Church participated in the dissemination of the proposed Old South
demand promissory notes.
23. Investors purchased the Old South demand promissory notes for the purpose of
earning a profit in the form of interest payments.
24. When initially issued, in early 2020, the Old South demand promissory notes
yielded 10% in interest per month, or 120% per year.
25. In August 2020, the Churches unilaterally reduced the interest rate on the Old
South notes to 2% (although certain investors were paid 2.5% interest per month).
26. With respect to the notes yielding 2% per month, the Old South notes provided:
“INTEREST RATE.  Interest shall accrue on the unpaid principal balance of this Note at that

6

rate of interest which is two percentage (2.0%), (collectively the ‘Interest Rate’) per Month and
as adjusted from time to time.”
27. No clause of the demand promissory notes provided for any collateral or any
other form of security interest in the event that Old South was unable to repay the notes.
28. As explained  by Chuck Church to an Old South investor in a May 12, 2020
email, the notes were not insured by the Federal Deposit Insurance Corporation (“FDIC”) and
“not backed by FDIC like a bank loan” – nor otherwise subject to regulation under the federal
banking laws.
29. The demand promissory notes lacked a defined term, and investors understood
them to have no fixed maturity date.  Many of the demand promissory notes expressly did not
have any defined duration, and instead listed “TBD” as the  maturity date.  For example, various
Old South notes included the following language:  “REPAYMENT.  All principal and interest
with respect to this Note shall be payable on demand; however if no demand is made this Note
shall mature on TBD.”  (Emphasis in original.)  Other notes listed the maturity date as “TBD
2021,” or similar undefined maturity dates.
30. Likewise, Brendan Church confirmed in August 2021 in sworn testimony in an
arbitration proceeding involving an Old South PPE customer that the notes were “open-ended,”
without any defined maturity:
Q. [D]id the promissory notes, the terms of those, did they have definitive
terms or was it until the – was the principal due to be paid back at a date
certain?

A. No, it’s – it’s open-ended, it’s just like as long as you wanted to stay in
or we need you.

31. From other email communications, investors similarly understood that the notes
did not have defined maturity dates.  For example:

7

a. In a May 12, 2020 email soliciting an investor, Chuck Church told the
investor: “You can get out at any time with a 2-3 week notice where
all of your money plus prorated interest will be returned.”
b. In an August 19, 2020 Facebook message to the Fast-Food Restaurant
Chain  Operator  Forum,  soliciting  investments  in  Old  South,  Chuck
Church wrote: “Interest will be sent monthly via ACH with a ‘get out’
option at any time with a 2-3 week notice.”
c. In a November 10, 2020 email, Chuck Church told an investor that the
duration   of   the   notes   were   “undetermined”:   “The   length   is
undetermined, but you are able to get out at any time with a 2-3 week
notice.  Of course Old South could eventually decide to pay back the
loans, but there’s no decision to do that this year.”
32. Brendan Church, Chuck Church, and Old South repeatedly and consistently told
noteholders that the demand promissory notes were “investments” and that noteholders were
“investors” in Old South, and investors understood themselves to be investors in Old South.  For
example:
a. In  an  August  7,  2020  blast  email  to  Old  South  investors,  with  the
subject  line  “10%  loan,”  Chuck  Church  wrote:    “Good  Afternoon
Investors, . . . [L]et me thank each one of you again for what continues
to be a blessing (your investment) in helping Old South Trading co.,
LLC  (Brendan  Church  &  Team)  supply  masks  and  other  PPE  to  all
those who need it!”  (Emphasis added.)
b. On January 29, 2021, Brendan Church wrote to an investor: “Yes you
can invest more...We now have long term contracts and just became
a  distributor  for  over  600  brands.    This  could  last  for  years.”
(Emphasis added)
c. On  September  8,  2021,  Brendan  Church  emailed  an  investor  in  Old
South,  with  the  subject  “Re:  Investor email,”  regarding  a  potential
additional investment: “Business is booming, but I can’t be sure if we
will  need  your  investment  next  year  or  not.    I  hate  to  leave  you  in
limbo  right  now,  but  there  are  just  too  many  variables  that  could
change  last  minute.    I  will  definitely  reach  out  to  you  if  something
should change quickly.  Thank you so much for your trust in OS [Old
South].  We literally couldn’t have done it without you!  Thank you
so much from the bottom of my heart!”  (Emphasis added)

8

d. In a December 23, 2021 blast email to Old South noteholders, Brendan
Church  opened  the  email  by  addressing  it  to  “Precious  Investors”
(emphasis added).
33. Investors in the Old South notes were passive and had no role in the management
of Old South, and relied entirely on the efforts of the Churches to operate the business.   Investors
purchased notes based on the trust that they placed in the Churches, based on minimal or no
financial information.
C. Brendan Church and Chuck Church Solicited Investments for Old South
34. To solicit investments, in addition to directly emailing prospective investors,
Chuck Church posted on a Facebook group for Fast-Food Restaurant Chain operators, titled
“[Fast-Food Restaurant Chain] Operator Forum.”
35. The Fast-Food Restaurant Chain Operator Forum on Facebook included
approximately 1,700 individuals, primarily Fast-Food Restaurant Chain operators, across the
United States.  The Fast-Food Restaurant Chain Operator Forum included unaccredited
investors, including new operators opening Fast-Food Restaurant Chain restaurants.
36. Chuck Church did not have prior relationships with the vast majority of the Fast-
Food Restaurant Chain operators on the Facebook forum, and, consequently, his solicitations for
investments were the first messages that many Old South investors had received from either
Chuck Church or Brendan Church.
37. As such, Chuck Church engaged in the general solicitation of investors.
  For example:
a. On April 8, 2020, Chuck Church posted to the Fast-Food Restaurant
Chain  Operator  Forum:  “An  update  this  morning,  collectively  you
have  loaned  approximately  $3  million,  with  another  $1  million
coming.  Please share with other operators.  My prayer is that we get
the masks to hospitals ASAP and put money in the hands of operators
where  it’s  much  needed  knowing  it  will  be  used  for  good!    Let  me
know if you’re interested in 10% per month interest.”

9

b. On May 11, 2020, Chuck Church posted to the Fast-Food Restaurant
Chain Operator Forum: “Good Morning Operators, An update about
the investment/loan opportunity.  The demand for masks, gloves and
other PPE is still great.  We are moving the limit from $5 million to
$10  million,  so  there  is  still  room  for  more  investors/additional
funding.  I personally am making sure all Operators are taken care of.
We sent over $250k in profit checks last month and this month will
probably be over $500k.  If interested, text me your email and phone
number . . . . If you are already loaning money, tell a fellow operator
about  it.”    Chuck  Church  added  a  follow-up  to  the  message:    “This
loan pays 10% per Month!”
c. On August 19, 2020, Chuck Church posted a message to the Fast-Food
Restaurant  Chain  Operator  Forum:  “Good  Afternoon  Operators,  I
have  an  investment/loan  opportunity.    Many  [Fast-Food  Restaurant
Chain] operators have invested/loaned money to my son’s company
Old  South  Trading  Co.,  LLC  that  wholesales  PPE  supplies.    They
currently  have  room  for  $2-3  million  in  funds  that  will  earn  2%
monthly or 24% APR.  Interest will be sent monthly via ACH with a
‘get out’ option at any time with a 2-3 week notice.  If interested, text
or email me your email and phone number . . . .”
d. On May 26, 2021, Chuck Church posted to the Fast-Food Restaurant
Chain Operator Forum: “Just a heads up, there’s some additional room
for anyone wanting to invest/loan in Old South Trading Co., LLC.  We
have  a  few  operators  needing  funds  which  opens  up  some  room  for
additional investments.  Let us know if you’re interested via email . .
. or text me . . . .”
38. Although Chuck Church primarily interacted with prospective investors,
occasionally Brendan Church answered prospective investors’ questions in connection with their
solicitations.

10

D. Total Investments in Old South and Sale of Notes to Unaccredited Investors
39. In total, approximately 100 investors –  including friends and family of Brendan
and Chuck Church, and several individuals located in South Carolina – purchased Old South
demand promissory notes, for a total of more than $25 million.
40. Investments were solicited from Fast-Food Restaurant Chain operators and other
persons across the U.S., and Old South notes were purchased from investors in South Carolina,
Missouri, Illinois, Wisconsin, Georgia, and other states.
41. Many investors were unsophisticated in financial matters, including in conducting
due diligence into investments in private and unregistered businesses.  Instead, investors relied
almost entirely on the trust that they placed in both Chuck Church—a fellow Fast-Food
Restaurant Chain operator —and his son, Brendan Church.
1. Failure to Verify Whether Investors Were Accredited
42. Neither Chuck Church, Brendan Church, nor anyone affiliated with Old South
took any steps to verify that purchasers of Old South notes were accredited investors.
43. In fact, Old South notes were offered to unaccredited investors – including
through general solicitation on Facebook, and solicitation of family members of Fast-Food
Restaurant Chain operators – and unaccredited investors invested in the Old South notes.
44. As a result of Chuck Church’s general solicitation via the Fast-Food Restaurant
Chain Operator Forum, the mother of one Fast-Food Restaurant Chain operator, a senior citizen
who was not an accredited investor, expressed an interest in investing in Old South notes.  In or
around August 2020, prior to her investment in Old South demand promissory notes, the
investor’s son affirmatively informed Chuck Church that his mother was not an accredited
investor.

11

45. Another Fast-Food Restaurant Chain operator, who Chuck Church likewise
solicited via the Fast-Food Restaurant Chain Operator Forum, invested in Old South demand
promissory notes via a limited liability company.  The limited liability company, however, did
not meet the requirements to be an accredited investor because it included as members
unaccredited investors, including the children of the Fast-Food Restaurant Chain operator.
46. A June 22, 2022 email from an investor to the Churches illustrates that the
investor’s father, who also had invested in Old South, was not an accredited investor:  “Brendan,
I’d like to know if my entity . . . can buy my dad’s $50k note from him, and end his involvement
by assuming any role and/or past & present responsibilities & liabilities he may have concerning
the loan he made.  Dad’s 83 years old; has health issues; his highest earning year was 1996 at
around $55k working for a textile mill; his highest education was a high school degree; and this
is the first time he has ever been involved in thinking about legal matters.”
2. Chuck Church’s Solicitation Agreement for 2% Commissions
47. Chuck Church solicited investments pursuant to an agreement with Brendan
Church that he [Chuck Church] would receive 2% interest per month on all investments that he
brought into Old South, which constitutes transaction-based compensation.
48. Chuck Church described this compensation agreement in a June 29, 2020 email to
an Old South bookkeeper (cc’ing Brendan Church and another individual): “My part of the deal
for getting the operators involved [i.e., investing with Old South] and handling all the loans,
paperwork and correspondence with them was 2%.”
49. A spreadsheet initially created by Chuck Church on March 31, 2020, and
subsequently updated, reflected commission payments totaling nearly $540,000 owed to Chuck
Church.  The amount of commission payments owed to Chuck Church, as reflected in the
spreadsheet, are summarized in the chart below:

12

April 2020
Total
May 2020
Total
June 2020
Total
July 2020
Total
“Chuck’s
2%”
$54,267.44 $134,318 $199,319 $206,025
50. In approximately January 2021, Chuck Church agreed to receive from Old South
a new car – a 2021 GMC Yukon leased by Old South – in lieu of the commissions.
51. Old South made lease payments of up to $44,538 on the GMC Yukon from
February 2021 through at least December 2023.
52. In connection with soliciting investments, Chuck Church also handled
administrative aspects of the investments, including securing signed promissory notes, tracking
the receipt of funds, and informing investors about interest rates and interest rate changes.
53. For example:
a. On March 16, 2020, Chuck Church wrote to an investor: “I wanted to
confirm  that  your  investment  of  $65K  was  available  to  use  this
morning, so your start date for these funds will be today.”
b. On  August  7,  2020,  Chuck  Church  wrote  to  an  investor  about
extending his investment: “all terms would be the same as the current
deal, just 24% APR instead of 120%.”
54. Chuck Church also made recommendations regarding the advisability of the
investment.  For example:
a. On  May  12,  2020,  Chuck  Church  wrote  to  a  Fast-Food  Restaurant
Chain operator that the investment was “extremely low risk” and only
available  “because  of  the  volume  and  urgency  to  meet  an  important
need.”
b. On  May  15,  2020,  he  wrote  to  another  operator  that  the  investment
was “through my son (Brendan), whom I trust,” that it was “very low
risk,” and I “definitely wouldn’t have gotten our operator community
involved if it were risky.”

13

II. Old South Faced Financial Difficulties and Failed to Repay Investors

A. Because of the Lack of Registration, Investors were Unaware of Old South’s
Financial Difficulties

55. Old South’s offer and sale of securities were not registered.  Registration is
intended to assure that each person offering or selling securities gives the investing public
required information about the issuer, the securities, and the transaction.  With that information,
investors can make informed investment decisions.
56. Old South investors were provided with little information about the company
beyond vague assurances that the company was doing well and continuing to sell PPE.  These
investors were not informed and were unaware, however, that the company was facing severe
financial difficulties.  Consequently, investors were unable to consider that information when
deciding whether to invest or whether to demand the return of their principal.
B. Old South Stopped Making Payments to Investors
57. On March 12, 2022, via email, Chuck Church informed Old South investors that
their principal payments would be “frozen.”
58. On May 31, 2022, via email, the Churches informed investors that their interest
payments would be reduced to 1% per month.  However, no further interest payments occurred.
On June 9, 2022, Brendan Church informed investors via email that interest payments would
cease altogether:  “Note Holders, I have been informed we won’t be paying any interest this
month . . . Thanks again for your support, prayers, and patience.”

14

59. Since that time, investors have been unable to secure the return of their
investments, leaving some with hundreds of thousands of dollars in losses, including retirement
funds.

FIRST CLAIM FOR RELIEF
Violation of Sections 5(a) and 5(c) of the Securities Act
(Against All Defendants)

60. Paragraphs 1 through 59 above are re-alleged and incorporated by reference.
61. The federal securities laws require that companies disclose certain information
through the registration with the SEC of the offer or sale of securities.
62. The promissory notes offered and sold by the Defendants are securities under
Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section 3(a)(10) of the
Exchange Act [15 U.S.C. § 77c(a)(10)].
63. Each Defendant directly and/or indirectly offered and sold securities without a
registration statement in effect, engaged in steps necessary to the public distribution of
unregistered securities, and was a necessary participant in the offering of unregistered securities.
64. As a result of the conduct described above, Defendants each violated Section 5(a)
of the Securities Act, which states that unless a registration statement is in effect as to a security,
it shall be unlawful for any person, directly or indirectly, to make use of any means or
instruments of transportation or communication in interstate commerce or of the mails to sell
such security through the use or medium of any prospectus or otherwise; or to carry or cause to
be carried through the mails or in interstate commerce, by any means or instruments of
transportation, any such security for the purpose of sale or for delivery after sale.
65. Also as a result of the conduct described above, Defendants each violated Section
5(c) of the Securities Act, which states that it shall be unlawful for any person, directly or

15

indirectly, to make use of any means or instruments of transportation or communication in
interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of
any prospectus or otherwise any security, unless a registration statement has been filed as to such
security.
66. By engaging in the conduct described above, Defendants violated, and unless
restrained and enjoined will continue to violate, Sections 5(a) and (c) of the Securities Act [15
U.S.C. §§ 77e(a) and 77e(c)].
SECOND CLAIM FOR RELIEF
Violation of Section 15(a)(1) of the Exchange Act
(Against Defendant Edwin N. “Chuck” Church)

67. Paragraphs 1 through 59 above are re-alleged and incorporated by reference.
68. As alleged above, Defendant Chuck Church, directly or indirectly, by the use of
the mails or any means or instrumentality of interstate commerce effected transactions in, or
induced or attempted to induce the purchase or sale of securities, while not registered with the
Commission as a broker or dealer or not associated with an entity registered with the
Commission as a broker or dealer in accordance with Section 15(b) of the Exchange Act [15
U.S.C. § 78o(b)], which states, in part, that “[i]t shall be unlawful for any broker or dealer . . . to
effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security .
. . unless such broker or dealer is registered in accordance with subsection (b) of this section.”
69. By engaging in the conduct described above, Defendant Chuck Church violated,
and unless restrained and enjoined is reasonably likely to continue to violate, Section 15(a)(1) of
the Exchange Act [15 U.S.C. § 78o(a)(1)].
PRAYER FOR RELIEF
Accordingly, the SEC respectfully requests that the Court grant the following relief:

16

A. Find that each of the Defendants committed the violations alleged in this
Complaint;
B. Permanently restrain and enjoin Defendants from directly or indirectly violating
Section 5 of the Securities Act [15 U.S.C. §§ 77e];
C. Permanently restrain and enjoin Defendant Chuck Church from directly or
indirectly violating Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)];
D. Permanently restrain and enjoin Defendants Brendan Church and Chuck Church,
pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and/or Sections 21(d)(1) and
(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], from directly or indirectly, including,
but not limited to, through any entity owned or controlled by each of them, participating in the
issuance, purchase, offer, or sale of any security, provided however, that such injunction shall
not prevent each of them from purchasing or selling securities for each of their own personal
accounts;
E. Permanently restrain and enjoin Defendant Chuck Church pursuant to Sections
21(d)(1) and (5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], from directly or
indirectly, acting as or being associated with any broker or dealer, provided however that such
injunction shall not prevent Defendant Chuck Church from being a customer of a broker or
dealer.  For purposes of this paragraph, a person is associated with a broker or dealer if such
person is a partner, officer, director, or branch manager of such broker or dealer (or occupies a
similar status or performs similar functions), directly or indirectly controls, is controlled by, or is
under common control with such broker or dealer, or is an employee of such broker or dealer;

17

F. Order Defendant Chuck Church to disgorge his ill-gotten gains plus prejudgment
interest thereon, pursuant to Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C. §
78u(d)(3), (5), and (7)];
G. Order Defendants to pay civil penalties pursuant to Section 20(d) of the Securities
Act [15 U.S.C. § 77t(d)] and/or Section 21(d) of the Exchange Act [15 U.S.C. § 78u(d)];
H. Retain jurisdiction of this action in accordance with the principles of equity and
the Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders
and decrees that may be entered, or to entertain any suitable application or motion for additional
relief within the jurisdiction of this Court; and
I. Grant such other and further relief as this Court may deem just, equitable, and
necessary.

JURY DEMAND

The SEC demands a trial by jury on all issues so triable.

January 17, 2025    Respectfully submitted,

ADAIR F. BOROUGHS
                                                           UNITED STATES ATTORNEY
                                                       By:      s/ James C. Leventis, Jr.
James C. Leventis, Jr. (#9406)
Assistant United States Attorneys
1441 Main St., Suite 500
Columbia, SC  29201
(803) 343-3172
[email protected]

                                                                    Attorney for the United States of America

18

        Dean M. Conway
        James Carlson
        Securities and Exchange Commission
        100 F Street, NE
        Washington, DC 20549
        Tel:  202-551-4412
        Email:  [email protected]

        Attorneys for Securities and Exchange Commission

Of Counsel:
Amy L. Friedman
Andrew M. Elliott
Jonathan C. Shapiro

UNITED STATES DISTRICT COURT 
DISTRICT OF SOUTH CAROLINA 

GREENVILLE DIVISION 
 
  

SECURITIES AND EXCHANGE COMMISSION,  
  

Plaintiff,  
  
v. No. _______________ 
  

OLD SOUTH TRADING CO., LLC,                               
BRENDAN H. CHURCH, and EDWIN N. 
CHURCH, 

    COMPLAINT 

 
JURY TRIAL DEMANDED 

  
Defendants.  

  
 

 Plaintiff, the United States Securities and Exchange Commission (“SEC”), for its 

Complaint against defendants Old South Trading Co., LLC (“Old South”), Brendan H. Church 

(“Brendan Church”), and Edwin N. “Chuck” Church (“Chuck Church”) alleges: 

SUMMARY 

1. This is a civil enforcement action against Brendan Church, his father Chuck 

Church (together with Brendan Church, “the Churches”), and Old South for violations of the 

registration provisions of the federal securities laws.   

2. From March 2020 until May 2022, the Churches, through Old South, a private 

limited liability company solely owned and controlled by Brendan Church, raised approximately 

$25.8 million through the unregistered offer and sale of securities, in the form of demand 

promissory notes, from approximately 100 investors, including several investors from South 

Carolina.  No registration statement was in effect with respect to the sale of the promissory notes, 

and no exemptions from registration were applicable.   

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 1 of 18



 

2 
 

3. Chuck Church is the operator of a franchise within a fast-food restaurant chain 

(“Fast-Food Restaurant Chain”), and the Churches’ solicitations were largely directed at fellow 

Fast-Food Restaurant Chain operators.  The Churches solicited investments for the purpose of 

purchasing personal protective equipment (“PPE”) during the coronavirus pandemic.  Chuck 

Church mainly interacted with and recruited investors, and he received transaction-based 

compensation for doing so.  Chuck Church was also an investor in Old South. 

4. Old South’s securities offering was never registered with the SEC and did not 

qualify for any exemption from registration.  Consequently, investors were deprived of the 

critical information that a registration statement is required to provide and that enables them to 

make informed investment decisions.   

5. As a result, investors were unaware that Old South was suffering from severe 

financial difficulties.  In June 2022, Old South stopped making interest payments and honoring 

investor redemption requests, resulting in more than $11.6 million in losses to at least 79 investors.  

On May 18, 2023, Brendan Church voluntarily filed for Chapter 11 bankruptcy protection in an 

individual capacity, identifying the investors in the Old South demand promissory notes as 

creditors.   

6. Through the acts and circumstances alleged in this Complaint, Chuck Church 

acted as an unregistered broker-dealer by directly offering and selling the securities through 

phone calls and emails in exchange for transaction-based compensation.   

7. By engaging in the conduct described herein, Defendants violated Sections 5(a) 

and (c) of the Securities Act of 1933 (“Securities Act”), 15 U.S.C. §§ 77e(a) and (c), by offering 

and selling securities in unregistered transactions.  Defendant Chuck Church also violated 

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 2 of 18



 

3 
 

Section 15(a)(1) of the Securities Exchange Act of 1934 (“Exchange Act”), 15 U.S.C. § 

78o(a)(1), by acting as an unregistered broker-dealer. 

DEFENDANTS 

8. Old South was a Tennessee limited liability company with its principal place of 

business in Greer, South Carolina.  Old South was administratively dissolved by the state of 

Tennessee on September 2, 2023.  Old South has never been registered with the Commission in 

any capacity nor ever had a class of securities registered with the Commission.   

9. Brendan Church, age 42, is a resident of Simpsonville, South Carolina, and 

served as the President and Owner of Old South.  Brendan Church does not hold any securities 

licenses and has never been registered with the Commission in any capacity.   

10. Chuck Church, age 64, is a resident of Duncan, South Carolina, and solicited 

investments in Old South through fellow restaurant operators within his Fast-Food Restaurant 

Chain.  Chuck Church does not hold any securities licenses and has never been registered with 

the Commission in any capacity. 

JURISDICTION AND VENUE 

11. The Court has jurisdiction over this action pursuant to Sections 20(b), 20(d)(1), 

and 22(a) of the Securities Act, 15 U.S.C. §§ 77t(b), 77t(d)(1), and 77v(a); and Sections 21(d) 

and 27 of the Exchange Act, 15 U.S.C. §§ 78u(d) and 78aa. 

12. The Court has personal jurisdiction over Defendants, and venue is proper in this 

judicial district, because the Churches reside in this district, Old South’s principal place of 

business is in this district, and many of the acts and transactions constituting violations of the 

Securities Act and Exchange Act occurred in this district.   

13. In connection with the conduct alleged in this Complaint, Defendants, directly or 

indirectly, singly or in concert with others, made use of the means or instrumentalities of 

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 3 of 18



 

4 
 

interstate commerce, the means and instruments of transportation or communication in interstate 

commerce, or the mails, including soliciting investors located in other states and obtaining funds 

from those investors through wire transfers in interstate commerce. 

FACTS 

I. Old South’s Offering of Securities 

A. Brendan Church’s and Chuck Church’s Plan to Solicit Investments in Old 
South  

14. Beginning in early 2020, Brendan Church used Old South to buy and sell Personal 

Protective Equipment (“PPE”).  To raise funds needed to purchase PPE, Brendan Church and his 

father, Chuck Church (collectively, “the Churches”), offered and sold unregistered securities in 

the form of high yield demand promissory notes issued by Old South.   

15. The Churches primarily solicited investments from Chuck Church’s fellow 

franchise owners within the same Fast-Food Restaurant Chain, known as “operators,” as well as 

friends and family members of the Fast-Food Restaurant Chain operators. 

16. Old South had legitimate business operations during the COVID-19 pandemic:  

between March 2020 and December 2023, Old South sold more than $60 million in PPE, yet it 

was operating at a loss.  The cause for Old South’s financial difficulties included: (1) excess 

inventory that it was unable to sell; (2) large interest payments that it was obliged to make to 

promissory note investors; and (3) significant compensation payments to Brendan Church.   

17. Ultimately, Old South’s financial difficulties resulted in its inability to pay back 

investors in the promissory notes, leaving at least 79 investors with over $11.6 million in losses.  

On May 18, 2023, Brendan Church voluntarily filed for Chapter 11 bankruptcy protection in an 

individual capacity, identifying the investors in the Old South demand promissory notes as 

creditors.     

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 4 of 18



 

5 
 

B. The Old South Demand Promissory Notes 

18. In March 2020, Old South received a multimillion-dollar PPE purchase order 

from a large supplier of products to hospitals and other businesses.  Old South did not have 

sufficient cash funds to purchase PPE to deliver to the supplier, and as a result, issued high yield 

demand promissory notes to raise funds. 

19. The notes were each titled “Demand Promissory Note,” and issued by Old South.  

The demand promissory notes were instruments that were securities.  

20. No registration statement was filed for the Old South demand promissory notes, 

and no exemptions from registration were applicable.    

21. On behalf of Old South, which he solely owned and controlled, Brendan Church 

signed each demand promissory note.  Brendan Church also authorized the interest payments to 

investors, as well as investor redemption requests, through bank accounts that he controlled.   

22. Chuck Church participated in the dissemination of the proposed Old South 

demand promissory notes.   

23. Investors purchased the Old South demand promissory notes for the purpose of 

earning a profit in the form of interest payments. 

24. When initially issued, in early 2020, the Old South demand promissory notes 

yielded 10% in interest per month, or 120% per year.   

25. In August 2020, the Churches unilaterally reduced the interest rate on the Old 

South notes to 2% (although certain investors were paid 2.5% interest per month).  

26. With respect to the notes yielding 2% per month, the Old South notes provided:  

“INTEREST RATE.  Interest shall accrue on the unpaid principal balance of this Note at that 

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 5 of 18



 

6 
 

rate of interest which is two percentage (2.0%), (collectively the ‘Interest Rate’) per Month and 

as adjusted from time to time.” 

27. No clause of the demand promissory notes provided for any collateral or any 

other form of security interest in the event that Old South was unable to repay the notes.   

28. As explained  by Chuck Church to an Old South investor in a May 12, 2020 

email, the notes were not insured by the Federal Deposit Insurance Corporation (“FDIC”) and 

“not backed by FDIC like a bank loan” – nor otherwise subject to regulation under the federal 

banking laws.    

29. The demand promissory notes lacked a defined term, and investors understood 

them to have no fixed maturity date.  Many of the demand promissory notes expressly did not 

have any defined duration, and instead listed “TBD” as the  maturity date.  For example, various 

Old South notes included the following language:  “REPAYMENT.  All principal and interest 

with respect to this Note shall be payable on demand; however if no demand is made this Note 

shall mature on TBD.”  (Emphasis in original.)  Other notes listed the maturity date as “TBD 

2021,” or similar undefined maturity dates.   

30. Likewise, Brendan Church confirmed in August 2021 in sworn testimony in an 

arbitration proceeding involving an Old South PPE customer that the notes were “open-ended,” 

without any defined maturity:   

Q. [D]id the promissory notes, the terms of those, did they have definitive 
terms or was it until the – was the principal due to be paid back at a date 
certain? 
 
A. No, it’s – it’s open-ended, it’s just like as long as you wanted to stay in 
or we need you. 
 

31. From other email communications, investors similarly understood that the notes 

did not have defined maturity dates.  For example:  

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 6 of 18



 

7 
 

a. In a May 12, 2020 email soliciting an investor, Chuck Church told the 
investor: “You can get out at any time with a 2-3 week notice where 
all of your money plus prorated interest will be returned.”   

b. In an August 19, 2020 Facebook message to the Fast-Food Restaurant 
Chain Operator Forum, soliciting investments in Old South, Chuck 
Church wrote: “Interest will be sent monthly via ACH with a ‘get out’ 
option at any time with a 2-3 week notice.”   

c. In a November 10, 2020 email, Chuck Church told an investor that the 
duration of the notes were “undetermined”: “The length is 
undetermined, but you are able to get out at any time with a 2-3 week 
notice.  Of course Old South could eventually decide to pay back the 
loans, but there’s no decision to do that this year.”  

32. Brendan Church, Chuck Church, and Old South repeatedly and consistently told 

noteholders that the demand promissory notes were “investments” and that noteholders were 

“investors” in Old South, and investors understood themselves to be investors in Old South.  For 

example: 

a. In an August 7, 2020 blast email to Old South investors, with the 
subject line “10% loan,” Chuck Church wrote:  “Good Afternoon 
Investors, . . . [L]et me thank each one of you again for what continues 
to be a blessing (your investment) in helping Old South Trading co., 
LLC (Brendan Church & Team) supply masks and other PPE to all 
those who need it!”  (Emphasis added.)   

b. On January 29, 2021, Brendan Church wrote to an investor: “Yes you 
can invest more…We now have long term contracts and just became 
a distributor for over 600 brands.  This could last for years.”  
(Emphasis added) 

c. On September 8, 2021, Brendan Church emailed an investor in Old 
South, with the subject “Re: Investor email,” regarding a potential 
additional investment: “Business is booming, but I can’t be sure if we 
will need your investment next year or not.  I hate to leave you in 
limbo right now, but there are just too many variables that could 
change last minute.  I will definitely reach out to you if something 
should change quickly.  Thank you so much for your trust in OS [Old 
South].  We literally couldn’t have done it without you!  Thank you 
so much from the bottom of my heart!”  (Emphasis added)  

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 7 of 18



 

8 
 

d. In a December 23, 2021 blast email to Old South noteholders, Brendan 
Church opened the email by addressing it to “Precious Investors” 
(emphasis added).   

33. Investors in the Old South notes were passive and had no role in the management 

of Old South, and relied entirely on the efforts of the Churches to operate the business.  Investors 

purchased notes based on the trust that they placed in the Churches, based on minimal or no 

financial information.   

C. Brendan Church and Chuck Church Solicited Investments for Old South 

34. To solicit investments, in addition to directly emailing prospective investors, 

Chuck Church posted on a Facebook group for Fast-Food Restaurant Chain operators, titled 

“[Fast-Food Restaurant Chain] Operator Forum.”  

35. The Fast-Food Restaurant Chain Operator Forum on Facebook included 

approximately 1,700 individuals, primarily Fast-Food Restaurant Chain operators, across the 

United States.  The Fast-Food Restaurant Chain Operator Forum included unaccredited 

investors, including new operators opening Fast-Food Restaurant Chain restaurants.    

36. Chuck Church did not have prior relationships with the vast majority of the Fast-

Food Restaurant Chain operators on the Facebook forum, and, consequently, his solicitations for 

investments were the first messages that many Old South investors had received from either 

Chuck Church or Brendan Church.   

37. As such, Chuck Church engaged in the general solicitation of investors.   

  For example: 

a. On April 8, 2020, Chuck Church posted to the Fast-Food Restaurant 
Chain Operator Forum: “An update this morning, collectively you 
have loaned approximately $3 million, with another $1 million 
coming.  Please share with other operators.  My prayer is that we get 
the masks to hospitals ASAP and put money in the hands of operators 
where it’s much needed knowing it will be used for good!  Let me 
know if you’re interested in 10% per month interest.”   

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 8 of 18



 

9 
 

b. On May 11, 2020, Chuck Church posted to the Fast-Food Restaurant 
Chain Operator Forum: “Good Morning Operators, An update about 
the investment/loan opportunity.  The demand for masks, gloves and 
other PPE is still great.  We are moving the limit from $5 million to 
$10 million, so there is still room for more investors/additional 
funding.  I personally am making sure all Operators are taken care of.  
We sent over $250k in profit checks last month and this month will 
probably be over $500k.  If interested, text me your email and phone 
number . . . . If you are already loaning money, tell a fellow operator 
about it.”  Chuck Church added a follow-up to the message:  “This 
loan pays 10% per Month!”     

c. On August 19, 2020, Chuck Church posted a message to the Fast-Food 
Restaurant Chain Operator Forum: “Good Afternoon Operators, I 
have an investment/loan opportunity.  Many [Fast-Food Restaurant 
Chain] operators have invested/loaned money to my son’s company 
Old South Trading Co., LLC that wholesales PPE supplies.  They 
currently have room for $2-3 million in funds that will earn 2% 
monthly or 24% APR.  Interest will be sent monthly via ACH with a 
‘get out’ option at any time with a 2-3 week notice.  If interested, text 
or email me your email and phone number . . . .”   

d. On May 26, 2021, Chuck Church posted to the Fast-Food Restaurant 
Chain Operator Forum: “Just a heads up, there’s some additional room 
for anyone wanting to invest/loan in Old South Trading Co., LLC.  We 
have a few operators needing funds which opens up some room for 
additional investments.  Let us know if you’re interested via email . . 
. or text me . . . .”   

38. Although Chuck Church primarily interacted with prospective investors, 

occasionally Brendan Church answered prospective investors’ questions in connection with their 

solicitations.  

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 9 of 18



 

10 
 

D. Total Investments in Old South and Sale of Notes to Unaccredited Investors 

39. In total, approximately 100 investors –  including friends and family of Brendan 

and Chuck Church, and several individuals located in South Carolina – purchased Old South 

demand promissory notes, for a total of more than $25 million.   

40. Investments were solicited from Fast-Food Restaurant Chain operators and other 

persons across the U.S., and Old South notes were purchased from investors in South Carolina, 

Missouri, Illinois, Wisconsin, Georgia, and other states.  

41. Many investors were unsophisticated in financial matters, including in conducting 

due diligence into investments in private and unregistered businesses.  Instead, investors relied 

almost entirely on the trust that they placed in both Chuck Church—a fellow Fast-Food 

Restaurant Chain operator —and his son, Brendan Church.     

1. Failure to Verify Whether Investors Were Accredited 

42. Neither Chuck Church, Brendan Church, nor anyone affiliated with Old South 

took any steps to verify that purchasers of Old South notes were accredited investors.   

43. In fact, Old South notes were offered to unaccredited investors – including 

through general solicitation on Facebook, and solicitation of family members of Fast-Food 

Restaurant Chain operators – and unaccredited investors invested in the Old South notes.  

44. As a result of Chuck Church’s general solicitation via the Fast-Food Restaurant 

Chain Operator Forum, the mother of one Fast-Food Restaurant Chain operator, a senior citizen 

who was not an accredited investor, expressed an interest in investing in Old South notes.  In or 

around August 2020, prior to her investment in Old South demand promissory notes, the 

investor’s son affirmatively informed Chuck Church that his mother was not an accredited 

investor.    

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 10 of 18



 

11 
 

45. Another Fast-Food Restaurant Chain operator, who Chuck Church likewise 

solicited via the Fast-Food Restaurant Chain Operator Forum, invested in Old South demand 

promissory notes via a limited liability company.  The limited liability company, however, did 

not meet the requirements to be an accredited investor because it included as members 

unaccredited investors, including the children of the Fast-Food Restaurant Chain operator.   

46. A June 22, 2022 email from an investor to the Churches illustrates that the 

investor’s father, who also had invested in Old South, was not an accredited investor:  “Brendan, 

I’d like to know if my entity . . . can buy my dad’s $50k note from him, and end his involvement 

by assuming any role and/or past & present responsibilities & liabilities he may have concerning 

the loan he made.  Dad’s 83 years old; has health issues; his highest earning year was 1996 at 

around $55k working for a textile mill; his highest education was a high school degree; and this 

is the first time he has ever been involved in thinking about legal matters.”   

2. Chuck Church’s Solicitation Agreement for 2% Commissions 

47. Chuck Church solicited investments pursuant to an agreement with Brendan 

Church that he [Chuck Church] would receive 2% interest per month on all investments that he 

brought into Old South, which constitutes transaction-based compensation.   

48. Chuck Church described this compensation agreement in a June 29, 2020 email to 

an Old South bookkeeper (cc’ing Brendan Church and another individual): “My part of the deal 

for getting the operators involved [i.e., investing with Old South] and handling all the loans, 

paperwork and correspondence with them was 2%.”   

49. A spreadsheet initially created by Chuck Church on March 31, 2020, and 

subsequently updated, reflected commission payments totaling nearly $540,000 owed to Chuck 

Church.  The amount of commission payments owed to Chuck Church, as reflected in the 

spreadsheet, are summarized in the chart below:  

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 11 of 18



 

12 
 

 April 2020 
Total 

May 2020 
Total 

June 2020 
Total 

July 2020 
Total 

“Chuck’s 
2%” $54,267.44 $134,318 $199,319 $206,025 

50. In approximately January 2021, Chuck Church agreed to receive from Old South 

a new car – a 2021 GMC Yukon leased by Old South – in lieu of the commissions.   

51. Old South made lease payments of up to $44,538 on the GMC Yukon from 

February 2021 through at least December 2023.  

52. In connection with soliciting investments, Chuck Church also handled 

administrative aspects of the investments, including securing signed promissory notes, tracking 

the receipt of funds, and informing investors about interest rates and interest rate changes.   

53. For example: 

a. On March 16, 2020, Chuck Church wrote to an investor: “I wanted to 
confirm that your investment of $65K was available to use this 
morning, so your start date for these funds will be today.”   

b. On August 7, 2020, Chuck Church wrote to an investor about 
extending his investment: “all terms would be the same as the current 
deal, just 24% APR instead of 120%.”   

54. Chuck Church also made recommendations regarding the advisability of the 

investment.  For example: 

a. On May 12, 2020, Chuck Church wrote to a Fast-Food Restaurant 
Chain operator that the investment was “extremely low risk” and only 
available “because of the volume and urgency to meet an important 
need.”   

b. On May 15, 2020, he wrote to another operator that the investment 
was “through my son (Brendan), whom I trust,” that it was “very low 
risk,” and I “definitely wouldn’t have gotten our operator community 
involved if it were risky.”   

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 12 of 18



 

13 
 

II. Old South Faced Financial Difficulties and Failed to Repay Investors 
 

A. Because of the Lack of Registration, Investors were Unaware of Old South’s 
Financial Difficulties  
 

55. Old South’s offer and sale of securities were not registered.  Registration is 

intended to assure that each person offering or selling securities gives the investing public 

required information about the issuer, the securities, and the transaction.  With that information, 

investors can make informed investment decisions.   

56. Old South investors were provided with little information about the company 

beyond vague assurances that the company was doing well and continuing to sell PPE.  These 

investors were not informed and were unaware, however, that the company was facing severe 

financial difficulties.  Consequently, investors were unable to consider that information when 

deciding whether to invest or whether to demand the return of their principal.    

B. Old South Stopped Making Payments to Investors 

57. On March 12, 2022, via email, Chuck Church informed Old South investors that 

their principal payments would be “frozen.” 

58. On May 31, 2022, via email, the Churches informed investors that their interest 

payments would be reduced to 1% per month.  However, no further interest payments occurred.  

On June 9, 2022, Brendan Church informed investors via email that interest payments would 

cease altogether:  “Note Holders, I have been informed we won’t be paying any interest this 

month . . . Thanks again for your support, prayers, and patience.”   

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 13 of 18



 

14 
 

59. Since that time, investors have been unable to secure the return of their 

investments, leaving some with hundreds of thousands of dollars in losses, including retirement 

funds.   

 
FIRST CLAIM FOR RELIEF 

Violation of Sections 5(a) and 5(c) of the Securities Act  
(Against All Defendants) 

 
60. Paragraphs 1 through 59 above are re-alleged and incorporated by reference. 

61. The federal securities laws require that companies disclose certain information 

through the registration with the SEC of the offer or sale of securities. 

62. The promissory notes offered and sold by the Defendants are securities under 

Section 2(a)(1) of the Securities Act [15 U.S.C. § 77b(a)(1)] and Section 3(a)(10) of the 

Exchange Act [15 U.S.C. § 77c(a)(10)]. 

63. Each Defendant directly and/or indirectly offered and sold securities without a 

registration statement in effect, engaged in steps necessary to the public distribution of 

unregistered securities, and was a necessary participant in the offering of unregistered securities. 

64. As a result of the conduct described above, Defendants each violated Section 5(a) 

of the Securities Act, which states that unless a registration statement is in effect as to a security, 

it shall be unlawful for any person, directly or indirectly, to make use of any means or 

instruments of transportation or communication in interstate commerce or of the mails to sell 

such security through the use or medium of any prospectus or otherwise; or to carry or cause to 

be carried through the mails or in interstate commerce, by any means or instruments of 

transportation, any such security for the purpose of sale or for delivery after sale. 

65. Also as a result of the conduct described above, Defendants each violated Section 

5(c) of the Securities Act, which states that it shall be unlawful for any person, directly or 

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 14 of 18



 

15 
 

indirectly, to make use of any means or instruments of transportation or communication in 

interstate commerce or of the mails to offer to sell or offer to buy through the use or medium of 

any prospectus or otherwise any security, unless a registration statement has been filed as to such 

security. 

66. By engaging in the conduct described above, Defendants violated, and unless 

restrained and enjoined will continue to violate, Sections 5(a) and (c) of the Securities Act [15 

U.S.C. §§ 77e(a) and 77e(c)]. 

SECOND CLAIM FOR RELIEF 
Violation of Section 15(a)(1) of the Exchange Act  
(Against Defendant Edwin N. “Chuck” Church) 

 
67. Paragraphs 1 through 59 above are re-alleged and incorporated by reference. 

68. As alleged above, Defendant Chuck Church, directly or indirectly, by the use of 

the mails or any means or instrumentality of interstate commerce effected transactions in, or 

induced or attempted to induce the purchase or sale of securities, while not registered with the 

Commission as a broker or dealer or not associated with an entity registered with the 

Commission as a broker or dealer in accordance with Section 15(b) of the Exchange Act [15 

U.S.C. § 78o(b)], which states, in part, that “[i]t shall be unlawful for any broker or dealer . . . to 

effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security . 

. . unless such broker or dealer is registered in accordance with subsection (b) of this section.”   

69. By engaging in the conduct described above, Defendant Chuck Church violated, 

and unless restrained and enjoined is reasonably likely to continue to violate, Section 15(a)(1) of 

the Exchange Act [15 U.S.C. § 78o(a)(1)]. 

PRAYER FOR RELIEF 

Accordingly, the SEC respectfully requests that the Court grant the following relief: 

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 15 of 18



 

16 
 

A. Find that each of the Defendants committed the violations alleged in this 

Complaint; 

B. Permanently restrain and enjoin Defendants from directly or indirectly violating  

Section 5 of the Securities Act [15 U.S.C. §§ 77e];  

C. Permanently restrain and enjoin Defendant Chuck Church from directly or 

indirectly violating Section 15(a)(1) of the Exchange Act [15 U.S.C. § 78o(a)(1)]; 

D. Permanently restrain and enjoin Defendants Brendan Church and Chuck Church, 

pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)] and/or Sections 21(d)(1) and 

(5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], from directly or indirectly, including, 

but not limited to, through any entity owned or controlled by each of them, participating in the 

issuance, purchase, offer, or sale of any security, provided however, that such injunction shall 

not prevent each of them from purchasing or selling securities for each of their own personal 

accounts;  

E. Permanently restrain and enjoin Defendant Chuck Church pursuant to Sections 

21(d)(1) and (5) of the Exchange Act [15 U.S.C. §§ 78u(d)(1) and (5)], from directly or 

indirectly, acting as or being associated with any broker or dealer, provided however that such 

injunction shall not prevent Defendant Chuck Church from being a customer of a broker or 

dealer.  For purposes of this paragraph, a person is associated with a broker or dealer if such 

person is a partner, officer, director, or branch manager of such broker or dealer (or occupies a 

similar status or performs similar functions), directly or indirectly controls, is controlled by, or is 

under common control with such broker or dealer, or is an employee of such broker or dealer;    

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 16 of 18



 

17 
 

F. Order Defendant Chuck Church to disgorge his ill-gotten gains plus prejudgment 

interest thereon, pursuant to Sections 21(d)(3), (5), and (7) of the Exchange Act [15 U.S.C. § 

78u(d)(3), (5), and (7)]; 

G. Order Defendants to pay civil penalties pursuant to Section 20(d) of the Securities 

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

H. Retain jurisdiction of this action in accordance with the principles of equity and 

the Federal Rules of Civil Procedure in order to implement and carry out the terms of all orders 

and decrees that may be entered, or to entertain any suitable application or motion for additional 

relief within the jurisdiction of this Court; and  

I. Grant such other and further relief as this Court may deem just, equitable, and 

necessary. 

 
JURY DEMAND 

 
The SEC demands a trial by jury on all issues so triable. 

 

January 17, 2025    Respectfully submitted, 
 

ADAIR F. BOROUGHS 
                                                           UNITED STATES ATTORNEY 

                                                       By:      s/ James C. Leventis, Jr. 
James C. Leventis, Jr. (#9406) 
Assistant United States Attorneys 
1441 Main St., Suite 500 
Columbia, SC  29201 
(803) 343-3172 
[email protected] 

                                                                    Attorney for the United States of America 

       
      

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 17 of 18

mailto:[email protected]


 

18 
 

      
     Dean M. Conway 
     James Carlson 
     Securities and Exchange Commission 
     100 F Street, NE 
     Washington, DC 20549 
     Tel:  202-551-4412 
     Email:  [email protected] 
 
     Attorneys for Securities and Exchange Commission 
 
Of Counsel: 
Amy L. Friedman 
Andrew M. Elliott 
Jonathan C. Shapiro 

6:25-cv-00334-JDA       Date Filed 01/17/25      Entry Number 1       Page 18 of 18

mailto:[email protected]