State of Connecticut Department of Banking

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IN THE MATTER OF:

LANDERS & CO. LLC
f/k/a LANDERS, LANE & MOSELEY
CAPITAL PARTNERS LLC
CRD NO. 124349

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CONSENT ORDER
CONDITIONING REGISTRATION
AS BROKER-DEALER

DOCKET NO. ND-2003-6841-S

WHEREAS, the Banking Commissioner ("Commissioner") is charged with the administration of Chapter 672a of the Connecticut General Statutes, the Connecticut Uniform Securities Act ("Act"), and Sections 36b-31-2 et seq. of the Regulations of Connecticut State Agencies promulgated under the Act ("Regulations");

WHEREAS, on April 3, 2003, Landers, Lane & Moseley Capital Partners LLC ("LLMCP") filed an application with the Commissioner for registration in Connecticut as a broker-dealer ("Application");

WHEREAS, the Commissioner, through the Securities and Business Investments Division ("Division") of the Department of Banking ("Department"), conducted an investigation of LLMCP pursuant to Section 36b-8 of the Act;

WHEREAS, as a result of the investigation, the Division obtained evidence that Frederick Strong Moseley IV ("Moseley"), a person directly or indirectly controlling LLMCP, violated Section 36b-23 of the Act when Moseley filed an application for registration as an agent of LLMCP ("Moseley Application"), which was, at the time and in light of the circumstances under which it was made, false and misleading in a material respect, which formed a basis to deny the Application pursuant to Sections 36b-15(a)(2)(A) and 36b-15(a)(2)(B) of the Act;

WHEREAS, as a result of the investigation, the Division obtained evidence that Moseley, a person directly or indirectly controlling LLMCP, violated Section 36b-31-14e(a) of the Regulations when Moseley failed to promptly file a correcting amendment to the Moseley Application after information contained therein became inaccurate, which formed a basis to deny the Application pursuant to Section 36b-15(a)(2)(B) of the Act;

WHEREAS, on September 5, 2003, the Commissioner, acting pursuant to Section 36b-15 of the Act, issued a Notice of Intent to Deny Registration as Broker-dealer and Notice of Right to Hearing against LLMCP ("Landers Notice"), which Landers Notice is incorporated by reference herein;

WHEREAS, on September 11, 2003, the Landers Notice was received by LLMCP;

WHEREAS, on September 12, 2003, LLMCP requested a hearing ("Hearing") on the matters set forth in the Notice;

WHEREAS, on September 24, 2003, the Commissioner scheduled the Hearing for November 18, 2003;

WHEREAS, on November 17, 2003, December 29, 2003, January 21, 2004, February 17, 2004, March 10, 2004, and on March 30, 2004, the designated Hearing Officer granted motions to continue the Hearing;

WHEREAS, the Hearing is scheduled to be held on April 21, 2004;

WHEREAS, on March 10, 2004, the Commissioner issued an Order Denying Registration as Agent and Order Imposing Fine against Moseley, pursuant to which the Moseley Application was denied and Moseley was fined Twenty Thousand Dollars ($20,000);

WHEREAS, on March 19, 2004, LLMCP filed an amendment to the Application, wherein LLMCP changed its name to Landers & Co. LLC ("Landers & Co."), and deleted reference to Moseley as a manager of Landers & Co., following Moseley's resignation as such;

WHEREAS, Section 36b-31(a) of the Act, provides, in relevant part, that "[t]he commissioner may from time to time make . . . such . . . orders as are necessary to carry out the provisions of sections 36b-2 to 36b-33, inclusive";

WHEREAS, Section 4-177(c) of the Connecticut General Statutes provides, in relevant part, that "[u]nless precluded by law, a contested case may be resolved by . . . consent order";

WHEREAS, Landers & Co., agrees that the Landers Notice may be used in construing the terms of this Consent Order;

WHEREAS, Landers & Co., and the Commissioner now desire to resolve the matters alleged in the Landers Notice, without the need for further administrative proceedings, and agree to the language in this Consent Order.

CONSENT TO WAIVER OF PROCEDURAL RIGHTS

WHEREAS, Landers & Co., through its execution of this Consent Order, voluntarily waives the following rights:

1. To be afforded an opportunity for a hearing within the meaning of Section 36b-15(f) of the Act and Section 4-177c(a) of the Connecticut General Statutes;
2. To present evidence and argument and to otherwise avail itself of Section 36b-15(f) of the Act and Section 4-177c(a) of the Connecticut General Statutes; and
3. To seek judicial review of, or otherwise challenge or contest the matters described herein, including the validity of this Consent Order.

ACKNOWLEDGEMENT OF THE ENTRY OF FINDINGS

WHEREAS, Landers & Co., through its execution of this Consent Order, and without admitting or denying the Commissioner's allegations of violations, accepts and consents to the entry of the following findings by the Commissioner:

1. The entry of this Consent Order is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of the Act;
2. Moseley violated Section 36b-23 of the Act by filing an application for registration as an agent of Landers & Co., which was, at the time and in light of the circumstances under which it was made, false and misleading in a material respect. Such violation by a person directly or indirectly controlling Landers & Co. forms the basis for an order denying registration as a broker-dealer pursuant to Sections 36b-15(a)(2)(A) and 36b-15(a)(2)(B) of the Act; and
3. Moseley violated Section 36b-31-14e(a) of the Regulations by failing to promptly file a correcting amendment to the Moseley Application after information contained therein became inaccurate. Such violation by a person directly or indirectly controlling Landers & Co. forms the basis for an order denying registration as a broker-dealer pursuant to Section 36b-15(a)(2)(B) of the Act.

CONSENT TO ENTRY OF SANCTIONS

WHEREAS, Landers & Co., through its execution of this Consent Order, consents to the Commissioner's entry of a Consent Order imposing on it the following sanctions:

1. For a period of five years from the date on which this Order is issued, Landers & Co., or any of its successors, shall not:
a. Employ or engage Moseley as an agent, investment adviser agent, broker-dealer or investment adviser, as defined in Section 36b-3 of the Act;
b. Rely on any exemption or exclusion that would otherwise permit Landers & Co. to employ or engage Moseley as an agent, investment adviser agent, broker-dealer or investment adviser absent Moseley being registered as such. This provision shall not apply to Moseley's employment by any person other than Landers &. Co.;
c. Permit Moseley to act as an officer, director, voting partner, any person occupying a similar status or performing similar functions, or employee at Landers & Co., or any of its successors;
d. Permit Moseley to hold any voting interest in Landers & Co., or any of its successors; however, Moseley's ownership interest in Landers, Moseley Capital Group, LLC. ("L.M. Capital Group"), the parent company of Landers & Co., may include voting rights related to the approval of the merger, sale, dissolution or other substantially similar event involving Landers & Co., or any of its successors, amendments to the certificate of formation and operating agreement of Landers & Co. and termination of, or changes in, Landers & Co.'s tax status or classification;
e. Compensate Moseley in the form of finder's fees, transaction fees or referral fees for activities with Landers & Co., any of the successors of Landers & Co., or its affiliates. This provision shall not prohibit Moseley from: (1) owning an interest in L.M. Capital Group and holding or exercising the voting rights referenced in paragraph (d) above, it being understood that L.M. Capital Group otherwise holds a non-voting interest in Landers & Co.; and (2) receiving salary, bonus or distributions, from L.M. Capital Group, including distributions that are derived from revenues earned by Landers & Co. and distributed by Landers & Co. to L.M. Capital Group and thereafter distributed to Moseley based on his economic interest in L.M. Capital Group;
f. Permit Moseley to engage in the investment banking or securities business of Landers & Co., or any of its successors; however it is understood that Moseley may refer business to Landers & Co., and persons associated with Landers & Co. may discuss business issues with Moseley, but Moseley shall not advise clients of Landers & Co., and shall not be compensated by Landers & Co., in connection with any such referrals or discussions except as the result of Moseley's equity ownership in the parent of Landers & Co., as contemplated in paragraph (e) above; and
g. Permit Moseley to supervise or train persons associated with Landers & Co., or any of its successors.
2. From the date this Order is issued, Landers & Co., shall not violate the Act or any rule, regulation or order adopted pursuant to the Act; and
3. Entry of this order shall not be deemed a waiver or estoppel on the part of the Commissioner from proceeding in individual actions against any person who may have violated the Act or any transaction not currently known to the Commissioner at the time this order is issued.

AND WHEREAS, Landers & Co., specifically assures the Commissioner that none of the violations alleged in the Notice shall occur in the future.

CONSENT ORDER

NOW THEREFORE, the Commissioner enters the following:

1. The Findings and Sanctions set forth above be and are hereby entered;
2. Entry of this Consent Order by the Commissioner is without prejudice to the right of the Commissioner to take enforcement against Landers & Co., its officers, directors, agents, employees or representatives based upon a violation of this Consent Order or the matters underlying its entry, if the Commissioner determines that compliance with the terms herein is not being observed or if any representations made by Landers & Co., and reflected herein are subsequently discovered to be untrue;
3. Contemporaneously with the entry of this Consent Order by the Commissioner, the name "Landers & Co. LLC" shall be entered on the register of broker-dealers in accordance with Section 36b-8 of the Act;
4. The Notice is hereby withdrawn; and
5. This Consent Order shall become final when issued.

________/s/_________
John P. Burke
Banking Commissioner

Issued at Hartford, Connecticut
this 2nd day of April 2004.

CONSENT TO ENTRY OF ORDER

I, Patrick J. Landers, state on behalf of Landers & Co. LLC, that I have read the foregoing Consent Order; that I know and fully understand its contents; that I am authorized to execute this Consent Order on behalf of Landers & Co. LLC; that Landers & Co. LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Landers & Co. LLC consents to the issuance of this Consent Order, expressly waiving any right to a hearing on the matters described herein..

By: ______/s/_________
Name: Patrick J. Landers
Title: Managing Member
Landers & Co. LLC

State of: Connecticut
County of: Fairfield

On this the 1st day of April 2004, before me, Connie M. Falkenstein, the undersigned officer, personally appeared Patrick J. Landers, who acknowledged himself to be the Managing Member of Landers & Co. LLC, a limited liability company, and that he, as such Managing Member, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as Managing Member.

In witness whereof I hereunto set my hand.

Notary Public
Date Commission Expires:

Conditional Registrations