In re TODD M. SCHOENBERGER

 UNITED STATES OF AMERICA 
 Before the 
 SECURITIES AND EXCHANGE COMMISSION 
 
SECURITIES ACT OF 1933 
Release No. 9800 / June 3, 2015 
 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 75099 / June 3, 2015 
 
INVESTMENT ADVISERS ACT OF 1940 
Release No. 4101 / June 3, 2015 
 
INVESTMENT COMPANY ACT OF 1940 
Release No. 31658 / June 3, 2015 
 
ADMINISTRATIVE PROCEEDING 
File No. 3-16572 
 
 
 
In the Matter of 
 
 
TODD M. SCHOENBERGER, 
 
Respondent. 
 
 
 
ORDER INSTITUTING ADMINISTRATIVE 
AND CEASE-AND-DESIST PROCEEDINGS 
PURSUANT TO SECTION 8A OF THE 
SECURITIES ACT OF 1933, SECTION 21C 
OF THE SECURITIES EXCHANGE ACT 
OF 1934, SECTIONS 203(f) AND 203(k) OF 
THE INVESTMENT ADVISERS ACT OF 
1940, AND SECTION 9(b) OF THE 
INVESTMENT COMPANY ACT OF 1940, 
MAKING FINDINGS, AND IMPOSING 
REMEDIAL SANCTIONS AND A CEASE-
AND-DESIST ORDER  
  
 
I. 
 
 The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 
public interest that public administrative and cease-and-desist proceedings be, and hereby are, 
instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Section 21C of 
the Securities Exchange Act of 1934 (“Exchange Act”), Sections  203(f) and 203(k) of the 
Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of the Investment Company 
Act of 1940 (“Investment Company Act”) against Todd M. Schoenberger (“Schoenberger” or 
“Respondent”). 
 
 
 
 

 2 
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 Administrative and Cease-And-Desist Proceedings Pursuant to 
Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, 
Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the 
Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 
Cease-And-Desist Order (“Order”), as set forth below.   
 
III. 
 
 On the basis of this Order and Respondent’s Offer, the Commission finds that: 
 
Summary 
 
1. Between January 2013 and July 2013, Schoenberger used misrepresentations and 
omissions of material fact to solicit at least a dozen investors to invest money in short-term 
promissory notes issued by LandColt Capital LP (“LandColt”), an unregistered investment adviser 
controlled by Schoenberger.  Schoenberger told prospective investors that the proceeds of the 
promissory notes (“LandColt notes”) would be used for LandColt’s working capital, and further 
claimed that LandColt would repay the LandColt notes from management fees that LandColt 
would earn from managing a private fund that Schoenberger would shortly launch and call the 
LandColt Onshore Fund, LP (“Onshore Fund” or “Fund“).  Schoenberger further told investors 
that a prominent investment bank (hereafter, “Investment Bank A”), as well as other accredited 
investors, had made firm commitments to invest as much as $65 million in the Onshore Fund and 
that, as a result, LandColt’s management fees would be substantial. 
 
2. Based on Schoenberger’s claims, four individuals invested a total of $130,000 in 
four LandColt notes that provided between 3% and 20% simple interest.  Two of the LandColt 
notes also gave investors 0.5% of the management fee that LandColt expected to earn from 
managing the Onshore Fund. 
 
3. Schoenberger’s claims were false.  There were never firm commitments by an 
investment bank or any accredited investors to invest in the Onshore Fund.  Moreover, 
Schoenberger diverted more than half of investor funds he received—at least $67,000—for his 
own personal use, including for use as a down payment on the construction of a new home and to 
pay living expenses.  The Onshore Fund never launched and no investor received the returns 
promised by Schoenberger. 
 
 

 3 
Respondent 
 
4. Schoenberger owned LandColt through ownership of LandColt’s only partner, 
LandColt Capital GP, LLC.  He is 43 years old and a resident of Lewes, Delaware.  Since at least 
2010, Schoenberger has been a frequent investment and stock market guest commentator on 
national cable television business news programs.  He also served as an occasional business news 
columnist for a national newspaper and national news website.  In soliciting investors, 
Schoenberger touted his appearances on cable news programs to bolster his credibility with 
investors, create around himself an aura of success, and entice investments in his scheme.   
 
Other Relevant Entities 
 
 5. LandColt is a Delaware limited partnership based in Lewes, Delaware.  Created by 
Schoenberger in February 2013, it never had any operations and its only assets were the investor 
funds obtained by the fraud.  LandColt was cancelled as a Delaware entity in March 2015. 
 
6. The Onshore Fund is also a Delaware limited partnership created by Schoenberger 
in February 2013.  It never had never had any assets or operations and was cancelled as a Delaware 
entity in March 2015. 
 
Background 
 
7. In late 2012, Schoenberger began efforts to form an unregistered private fund.  At 
the time, he was doing business development work for a third party investment adviser (hereafter, 
“Adviser A”) by appearing as a market commentator on behalf of Adviser A on various cable 
television business shows.  He was also allowing Adviser A to use for its clients investment signals 
generated by what Schoenberger viewed as his own proprietary investment strategy.  This strategy 
combined a few technical indicators with Schoenberger’s intuition in order to allocate investor 
assets across various mutual funds in three different commodity sectors (hereafter, 
“Schoenberger’s strategy”).  Schoenberger intended to use this same strategy as the basis for the 
private fund he was seeking to launch. 
 
 8. Schoenberger solicited prospective investors for his anticipated fund through 
contacts he had developed from his various media appearances.  One of these contacts was a 
commodities broker (hereafter, “Broker”), associated with Investment Bank A.  In October 2012, 
Schoenberger gave Broker a marketing pitch book for his proposed fund, which he indicated 
would be launched under Adviser A’s name.  The marketing pitch book gave information about 
Schoenberger’s strategy, explained how it would be used for the proposed fund, and included 
charts of returns that were presented as actual returns of clients using Schoenberger’s strategy.  
Schoenberger discussed with Broker using Investment Bank A as the fund’s prime broker once the 
fund launched, if Investment Bank A introduced its clients to the fund. 
 
 
 
 

 4 
Soliciting Investment Bank A 
 
 9. In November 2012, Schoenberger parted ways with Adviser A and decided that he 
would launch his new fund as the Onshore Fund.  He also decided that he would create an adviser 
for the Onshore Fund, which he would call LandColt.  He continued to solicit Broker for the 
opportunity to have the Onshore Fund offered to Investment Bank A’s clients.  He also solicited 
Broker for an investment by Investment Bank A itself in the Fund with its own proprietary money. 
 
10. As part of efforts to solicit Investment Bank A, Schoenberger periodically emailed 
Broker with claims that his anticipated fund was close to launch and was obtaining commitments 
of capital for its launch.  For instance, in a January 3, 2013 email to Broker, Schoenberger 
represented that the Onshore Fund would launch that quarter with at least $25 million in assets 
under management.  Later, he sent a March 6, 2013 email to Broker, stating that LandColt had 
obtained $65 million in commitments on behalf of the Onshore Fund, which he said was now 
scheduled to launch on May 1, 2013.  Schoenberger’s emails to Broker typically included updates 
to what Schoenberger had originally represented were the actual returns of clients using 
Schoenberger’s strategy. 
 
11. In fact, Schoenberger had no commitments of any investments for the Onshore 
Fund and was unsure when the Onshore Fund would launch.  The investment returns Schoenberger 
presented to Broker were hypothetical rather than actual.  Schoenberger calculated the returns 
himself with a hand calculator, and based them on what a hypothetical client would have earned 
had he or she traded based on investment signals from Schoenberger’s strategy.  Once 
Schoenberger parted ways with Adviser A, he had no basis to claim that any actual investors were 
using signals from his strategy to earn the returns he claimed. 
 
 12. Investment Bank A never invested in the Onshore Fund and never made the 
Onshore Fund available to its clients. 
 
LandColt Notes Offering 
 
 13. In December 2012, while Schoenberger was soliciting Broker, Schoenberger 
recruited an individual whom he also knew through a media contact to help him obtain start-up 
working capital for LandColt.  Schoenberger told this individual (hereafter, “Finder”) that 
LandColt would be the manager of the Onshore Fund once the Onshore Fund launched in 2013.  
To raise money for LandColt, Schoenberger asked Finder to help him find investors for a $5 
million offering of equity interests in LandColt.  Schoenberger initially described the offering as 
consisting of ten “equity interests” of $500,000 each.  In exchange for purchasing an equity 
interest, an investor would receive 5% of the management fee that LandColt anticipated earning 
from the Onshore Fund for twenty-four months.  After twenty-four months, the investor would 
receive a return of his or her full investment, but would continue to receive 2.5% of the 
management fee for the life of the Onshore Fund. 
 
14. Schoenberger told Finder that Investment Bank A had made a firm commitment to 
invest $40 million in the Onshore Fund, and that various accredited investors had also made firm 

 5 
commitments to invest an additional $25 million in the Fund.  Schoenberger further told Finder   
he needed to raise capital to pay LandColt’s start-up costs, as well as costs associated with 
launching the Onshore Fund.  Schoenberger warned Finder that he risked losing the firm 
commitments if he did not launch the Fund soon.   
 
15. Schoenberger provided Finder with marketing materials for the Onshore Fund, 
dated February 2013 (the “February 2013 materials”), as well as numerous links to his appearances 
on various cable television programs.  The February 2013 materials included a representation that 
Schoenberger held a B.A. degree in economics from the University of Maryland, and noted that he 
had previously worked for a broker-dealer registered with the Commission (“Broker-Dealer.”).  In 
truth, neither Investment Bank A nor other investors had made commitments to invest in the 
Onshore Fund, and Schoenberger never obtained a degree from the University of Maryland.  The 
February 2013 materials also did not disclose that Schoenberger had been terminated from the 
Broker-Dealer for misuse of company assets.  Finder believed Schoenberger’s claims about 
LandColt and the Onshore Fund because Schoenberger appeared credible and reputable within the 
investment community based on his appearances on cable television business shows. 
 
16. Schoenberger promised to pay Finder 5% of LandColt’s management fee for each 
$500,000 investment in LandColt until the investment was fully repaid.  Thereafter, he promised 
Finder 2% of LandColt’s management fee for the life of the Onshore Fund. 
 
 17. In early 2013, Finder began soliciting for LandColt investments among persons 
Finder knew.  With Schoenberger’s knowledge and approval, Finder repeated to prospective 
investors Schoenberger’s claims that Schoenberger had obtained firm commitments of investments 
in the Onshore Fund.  With Schoenberger’s knowledge and approval, Finder touted the safety of 
investing in LandColt, telling prospective investors that LandColt was certain to earn enough in 
management fees to pay a return to investors, given the firm commitments of investments that 
Schoenberger had obtained for the Onshore Fund. 
 
18. Finder also arranged for prospective investors to communicate directly with 
Schoenberger, who made his own misrepresentations about LandColt.  During one call with a 
prospective investor, who later invested, Schoenberger falsely touted that an institutional investor 
had made a firm commitment to invest $40 million in the Onshore Fund and that other accredited 
investors had made additional firm commitments to invest $25 million in the Fund. 
 
19. In an email with a different prospective investor, Schoenberger identified 
Investment Bank A as having made a commitment to invest in the Onshore Fund, and again 
claimed that other accredited investors had committed $25 million for the Fund.  Schoenberger 
also falsely claimed that Investment Bank A had conducted a “very vigorous” background check 
on him, and was committed to investing in the Onshore Fund for a minimum of three years. 
 
20. Schoenberger made additional misrepresentations to Finder and prospective 
investors.  For instance, Schoenberger misrepresented to Finder that another investment bank 
(hereafter, “Investment Bank B”) was strongly considering investing $40 million in the Onshore 
Fund, if LandColt could raise enough capital to hire a particular person as its chief operating 

 6 
officer.  Schoenberger also misrepresented to Finder that a private equity adviser (hereafter, 
“Adviser B”) had made a commitment to invest $5 million in LandColt.  In fact, Schoenberger 
knew that Adviser B had made no commitment to invest in LandColt, and that Investment Bank B 
was not considering a $40 million investment in the Fund.  Schoenberger also distributed to 
prospective investors marketing materials for the Onshore Fund that were similar to the February 
2013 materials he had given to Broker which falsely claimed Schoenberger had a degree from the 
University of Maryland and failed to disclose his termination for cause. 
 
21. As the offering progressed, Schoenberger falsely told Finder that the terms of 
LandColt’s offering had changed because LandColt did not need to raise as much money, in light 
of Adviser B’s commitment.  Schoenberger told Finder that the the offering was reduced from $5 
million to $1 million and there was no longer a  minimum investment amount.   
 
The Investors 
 
 22. In March 2013, Schoenberger obtained investments in LandColt from three 
investors, Investor A, Investor B, and Investor C.  In June 2013, he obtained an investment in 
LandColt from Investor D.  Investor A, Investor C, and Investor D were introduced to LandColt 
directly by Finder.  Investor B was introduced to LandColt by Investor A. 
 
Investor A and Investor B 
 
 23. Investor A, 58 years old, is a manager at a textile mill.  Investor B, 38 years old, 
works for the same textile mill.  Schoenber falsely represented to Investor A directly or through 
Finder that LandColt had a number of investors ready to invest in the Onshore Fund, including 
Investment Bank A which had made a $40 million commitment to the Onshore Fund.  
Schoenberger also represented to Investor A that he had obtained a $5 million commitment to 
invest in LandColt from Adviser B.  Investor A conveyed these falsehoods to Investor B without 
knowing they were misrepresentations.  On March 27, 2013, Investor A and Investor B each 
invested $25,000 in LandColt notes, the proceeds of which were to be used for LandColt 
working capital.  Each LandColt note promised 20% percent annual interest for a term of 45 
days, and provided in perpetuity a payment of 0.5% of the management fee LandColt would earn 
from managing the Onshore Fund.   
 
Investor C 
 
 24. Investor C, 75 years old, is a retired farmer.  Schoenberger falsely represented to 
Investor C directly or through Finder that certain financial institutions were going to invest 
millions of dollars in the Onshore Fund, and that Adviser B had committed to invest in LandColt 
itself.  On March 27, 2013, Investor C invested $65,000 in a LandColt note.  Like the LandColt 
notes given to Investor A and Investor B, Investor C’s note provided for 20% percent annual 
interest for a term of 45 days.  Unlike the LandColt notes given to Investor A and Investor B, 
Investor C’s LandColt note did not promise to pay Investor C a percentage of LandColt’s 
management fee from the Onshore Fund. 
 

 7 
 
 
Investor D 
 
25. Between April 2013 and June 2013, Schoenberger continued offering LandColt 
notes.  In April 2013, he met Investor D and solicited him to invest in LandColt.  Schoenberger 
falsely told Investor D that he had commitments to the Onshore Fund of $65 million, including 
$40 million from Investment Bank A and $25 million from other investors.  Schoenberger also 
falsely told Investor D that the Onshore Fund launched on May 1, 2013, and subsequently told 
him falsely that the Onshore Fund was operational and managing $65 million in assets.  Based 
on these misrepresentations, on June 10, 2013, Investor D invested $15,000 in a LandColt note, 
which had a term of 90 days and provided 3% annual interest. 
 
Misappropriation  
 
 26. Of the $130,000 Schoenberger received from the investors, Schoenberger 
misappropriated at least $67,000, which he used for, among other things, a down payment on the 
construction of a new home and to pay personal living expenses.   
  
 27. In February 2014, Investor D obtained a judgment against Schoenberger for the 
principal amount and interest due on his LandColt note.  Schoenberger satisfied this judgment.  
In December 2014, Schoenberger reimbursed Investors A and B for the amounts each invested in 
LandColt notes. Schoenberger has not reimbursed Investor C for the amount he invested in a 
LandColt note.  
 
Violations 
 
28. As a result of the conduct described above, Respondent willfully violated Section 
17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, 
which prohibit fraudulent conduct in the offer or sale of securities and in connection with the 
purchase or sale of securities. 
 
 29.   As a result of the conduct described above, Respondent willfully violated Section 
206(4) of the Advisers Act and Rule 206(4)-8 promulgated thereunder, which make it unlawful for 
any investment adviser to a pooled vehicle to make any untrue statement of a material fact or to 
omit to state a material fact necessary to make the statements made, in the light of the 
circumstances under which they were made, not misleading, to any investor or prospective investor 
in the pooled investment vehicle. 
 
 30. As a result of the conduct described above, Respondent willfully violated Sections 
5(a) and 5(c) of the Securities Act, which prohibit, absent an exemption, any person, directly or 
indirectly, from making use of any means or instruments of transportation or communication in 
interstate commerce or of the mails to sell a security for which a registration statement is not in 
effect or to offer to sell a security for which a registration statement has not been filed. 
 

 8 
 31. Respondent has submitted a sworn Statement of Financial Condition, dated 
January 28, 2015, and other evidence and has asserted his inability to pay a civil penalty. 
 
IV. 
 
 In view of the foregoing, the Commission deems it appropriate, in the public interest, and 
for the protection of investors to impose the sanctions agreed to in Respondent’s Offer. 
 
 Accordingly, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange 
Act, Sections 203(f) and 203(k) of the Advisers Act, and Section 9(b) of the Investment Company 
Act, it is hereby ORDERED that: 
 
 A. Respondent cease and desist from committing or causing any violations and any 
future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the 
Exchange Act and Rule 10b-5 thereunder, and Section 206(4) of the Advisers Act and Rule 206(4)-
8 promulgated thereunder.   
 
B. Respondent be, and hereby is: 
 
barred from association with any broker, dealer, investment adviser, 
municipal securities dealer, municipal advisor, transfer agent, or nationally 
recognized statistical rating organization;  
 
barred from acting as an officer or director of any issuer that has a class of 
securities registered pursuant to Section 12 of the Exchange Act [15 
U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of 
the Exchange Act [15 U.S.C. § 78o(d)]; and  
 
prohibited from serving or acting as an employee, officer, director, member 
of an advisory board, investment adviser or depositor of, or principal 
underwriter for, a registered investment company or affiliated person of such 
investment adviser, depositor, or principal underwriter. 
  
 C. Any reapplication for association by the Respondent will be subject to the 
applicable laws and regulations governing the reentry process, and reentry may be conditioned 
upon a number of factors, including, but not limited to, the satisfaction of any or all of the 
following:  (a) any disgorgement ordered against the Respondent, whether or not the Commission 
has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the 
conduct that served as the basis for the Commission order; (c) any self-regulatory organization 
arbitration award to a customer, whether or not related to the conduct that served as the basis for 
the Commission order; and (d) any restitution order by a self-regulatory organization, whether or 
not related to the conduct that served as the basis for the Commission order.  
 
D. Respondent shall, within 30 days of the entry of this Order, pay disgorgement, 
which represents profits gained as a result of the conduct described herein, of $65,000 and 

 9 
prejudgment interest of $4,349.87 to the Securities and Exchange Commission.  The Commission 
will hold funds paid pursuant to this paragraph in an account at the United States Treasury pending 
a decision whether the Commission, in its discretion, will seek to distribute funds to investor C or 
transfer funds to the general fund of the United States Treasury, subject to Section 21F(g)(3) of the 
Exchange Act.  If Respondent reimburses Investor C for the investor’s investment, and for the lost 
time value of money invested, the amount(s) of such reimbursement(s), as verified by the 
Commission staff, will dollar for dollar offset the amount payable to the Commission pursuant to 
this order.  If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of 
Practice 600.  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 
Todd M. Schoenberger 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 Stephen E. 
Donahue, Assistant Regional Director, Division of Enforcement, Securities and Exchange 
Commission, 950 East Paces Ferry Road N.E., Suite 900, Atlanta, GA 30326-1232.   
 
E. Based upon Respondent’s sworn representations in his Statement of Financial 
Condition, dated January 28, 2015, and other documents submitted to the Commission, the 
Commission is not imposing a penalty against Respondent. 
F. The Division of Enforcement ("Division") may, at any time following the entry of 
this Order, petition the Commission to:  (1) reopen this matter to consider whether Respondent 
provided accurate and complete financial information at the time such representations were 
made; and (2) seek an order directing payment of the maximum civil penalty allowable under the 
law.  No other issue shall be considered in connection with this petition other than whether the 
financial information provided by Respondent was fraudulent, misleading, inaccurate, or 
incomplete in any material respect.  Respondent may not, by way of defense to any such petition:  
(1) contest the findings in this Order; (2) assert that payment of a penalty should not be ordered; 

 10 
(3) contest the imposition of the maximum penalty allowable under the law; or (4) assert any 
defense to liability or remedy, including, but not limited to, any statute of limitations defense.  
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. 
 
 
 
       Brent J. Fields 
       Secretary 
 
 

UNITED STATES OF AMERICA 

 Before the 

 SECURITIES AND EXCHANGE COMMISSION 

 

SECURITIES ACT OF 1933 

Release No. 9800 / June 3, 2015 

 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 75099 / June 3, 2015 

 

INVESTMENT ADVISERS ACT OF 1940 

Release No. 4101 / June 3, 2015 

 

INVESTMENT COMPANY ACT OF 1940 

Release No. 31658 / June 3, 2015 

 

ADMINISTRATIVE PROCEEDING 

File No. 3-16572 

 

 

 

In the Matter of 

 

 

TODD M. SCHOENBERGER, 

 

Respondent. 

 

 

 

ORDER INSTITUTING ADMINISTRATIVE 

AND CEASE-AND-DESIST PROCEEDINGS 

PURSUANT TO SECTION 8A OF THE 

SECURITIES ACT OF 1933, SECTION 21C 

OF THE SECURITIES EXCHANGE ACT 

OF 1934, SECTIONS 203(f) AND 203(k) OF 

THE INVESTMENT ADVISERS ACT OF 

1940, AND SECTION 9(b) OF THE 

INVESTMENT COMPANY ACT OF 1940, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS AND A CEASE-

AND-DESIST ORDER  

  

 

I. 
 

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

public interest that public administrative and cease-and-desist proceedings be, and hereby are, 

instituted pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Section 21C of 

the Securities Exchange Act of 1934 (“Exchange Act”), Sections  203(f) and 203(k) of the 

Investment Advisers Act of 1940 (“Advisers Act”), and Section 9(b) of the Investment Company 

Act of 1940 (“Investment Company Act”) against Todd M. Schoenberger (“Schoenberger” or 

“Respondent”). 

 

 

 

 



 2 

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 Administrative and Cease-And-Desist Proceedings Pursuant to 

Section 8A of the Securities Act of 1933, Section 21C of the Securities Exchange Act of 1934, 

Sections 203(f) and 203(k) of the Investment Advisers Act of 1940, and Section 9(b) of the 

Investment Company Act of 1940, Making Findings, and Imposing Remedial Sanctions and a 

Cease-And-Desist Order (“Order”), as set forth below.   

 

III. 
 

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

 

Summary 

 

1. Between January 2013 and July 2013, Schoenberger used misrepresentations and 

omissions of material fact to solicit at least a dozen investors to invest money in short-term 

promissory notes issued by LandColt Capital LP (“LandColt”), an unregistered investment adviser 

controlled by Schoenberger.  Schoenberger told prospective investors that the proceeds of the 

promissory notes (“LandColt notes”) would be used for LandColt’s working capital, and further 

claimed that LandColt would repay the LandColt notes from management fees that LandColt 

would earn from managing a private fund that Schoenberger would shortly launch and call the 

LandColt Onshore Fund, LP (“Onshore Fund” or “Fund“).  Schoenberger further told investors 

that a prominent investment bank (hereafter, “Investment Bank A”), as well as other accredited 

investors, had made firm commitments to invest as much as $65 million in the Onshore Fund and 

that, as a result, LandColt’s management fees would be substantial. 

 

2. Based on Schoenberger’s claims, four individuals invested a total of $130,000 in 

four LandColt notes that provided between 3% and 20% simple interest.  Two of the LandColt 

notes also gave investors 0.5% of the management fee that LandColt expected to earn from 

managing the Onshore Fund. 

 

3. Schoenberger’s claims were false.  There were never firm commitments by an 

investment bank or any accredited investors to invest in the Onshore Fund.  Moreover, 

Schoenberger diverted more than half of investor funds he received—at least $67,000—for his 

own personal use, including for use as a down payment on the construction of a new home and to 

pay living expenses.  The Onshore Fund never launched and no investor received the returns 

promised by Schoenberger. 

 

 



 3 

Respondent 

 

4. Schoenberger owned LandColt through ownership of LandColt’s only partner, 

LandColt Capital GP, LLC.  He is 43 years old and a resident of Lewes, Delaware.  Since at least 

2010, Schoenberger has been a frequent investment and stock market guest commentator on 

national cable television business news programs.  He also served as an occasional business news 

columnist for a national newspaper and national news website.  In soliciting investors, 

Schoenberger touted his appearances on cable news programs to bolster his credibility with 

investors, create around himself an aura of success, and entice investments in his scheme.   

 

Other Relevant Entities 

 

 5. LandColt is a Delaware limited partnership based in Lewes, Delaware.  Created by 

Schoenberger in February 2013, it never had any operations and its only assets were the investor 

funds obtained by the fraud.  LandColt was cancelled as a Delaware entity in March 2015. 

 

6. The Onshore Fund is also a Delaware limited partnership created by Schoenberger 

in February 2013.  It never had never had any assets or operations and was cancelled as a Delaware 

entity in March 2015. 

 

Background 

 

7. In late 2012, Schoenberger began efforts to form an unregistered private fund.  At 

the time, he was doing business development work for a third party investment adviser (hereafter, 

“Adviser A”) by appearing as a market commentator on behalf of Adviser A on various cable 

television business shows.  He was also allowing Adviser A to use for its clients investment signals 

generated by what Schoenberger viewed as his own proprietary investment strategy.  This strategy 

combined a few technical indicators with Schoenberger’s intuition in order to allocate investor 

assets across various mutual funds in three different commodity sectors (hereafter, 

“Schoenberger’s strategy”).  Schoenberger intended to use this same strategy as the basis for the 

private fund he was seeking to launch. 

 

 8. Schoenberger solicited prospective investors for his anticipated fund through 

contacts he had developed from his various media appearances.  One of these contacts was a 

commodities broker (hereafter, “Broker”), associated with Investment Bank A.  In October 2012, 

Schoenberger gave Broker a marketing pitch book for his proposed fund, which he indicated 

would be launched under Adviser A’s name.  The marketing pitch book gave information about 

Schoenberger’s strategy, explained how it would be used for the proposed fund, and included 

charts of returns that were presented as actual returns of clients using Schoenberger’s strategy.  

Schoenberger discussed with Broker using Investment Bank A as the fund’s prime broker once the 

fund launched, if Investment Bank A introduced its clients to the fund. 

 

 

 

 



 4 

Soliciting Investment Bank A 

 

 9. In November 2012, Schoenberger parted ways with Adviser A and decided that he 

would launch his new fund as the Onshore Fund.  He also decided that he would create an adviser 

for the Onshore Fund, which he would call LandColt.  He continued to solicit Broker for the 

opportunity to have the Onshore Fund offered to Investment Bank A’s clients.  He also solicited 

Broker for an investment by Investment Bank A itself in the Fund with its own proprietary money. 

 

10. As part of efforts to solicit Investment Bank A, Schoenberger periodically emailed 

Broker with claims that his anticipated fund was close to launch and was obtaining commitments 

of capital for its launch.  For instance, in a January 3, 2013 email to Broker, Schoenberger 

represented that the Onshore Fund would launch that quarter with at least $25 million in assets 

under management.  Later, he sent a March 6, 2013 email to Broker, stating that LandColt had 

obtained $65 million in commitments on behalf of the Onshore Fund, which he said was now 

scheduled to launch on May 1, 2013.  Schoenberger’s emails to Broker typically included updates 

to what Schoenberger had originally represented were the actual returns of clients using 

Schoenberger’s strategy. 

 

11. In fact, Schoenberger had no commitments of any investments for the Onshore 

Fund and was unsure when the Onshore Fund would launch.  The investment returns Schoenberger 

presented to Broker were hypothetical rather than actual.  Schoenberger calculated the returns 

himself with a hand calculator, and based them on what a hypothetical client would have earned 

had he or she traded based on investment signals from Schoenberger’s strategy.  Once 

Schoenberger parted ways with Adviser A, he had no basis to claim that any actual investors were 

using signals from his strategy to earn the returns he claimed. 

 

 12. Investment Bank A never invested in the Onshore Fund and never made the 

Onshore Fund available to its clients. 

 

LandColt Notes Offering 

 

 13. In December 2012, while Schoenberger was soliciting Broker, Schoenberger 

recruited an individual whom he also knew through a media contact to help him obtain start-up 

working capital for LandColt.  Schoenberger told this individual (hereafter, “Finder”) that 

LandColt would be the manager of the Onshore Fund once the Onshore Fund launched in 2013.  

To raise money for LandColt, Schoenberger asked Finder to help him find investors for a $5 

million offering of equity interests in LandColt.  Schoenberger initially described the offering as 

consisting of ten “equity interests” of $500,000 each.  In exchange for purchasing an equity 

interest, an investor would receive 5% of the management fee that LandColt anticipated earning 

from the Onshore Fund for twenty-four months.  After twenty-four months, the investor would 

receive a return of his or her full investment, but would continue to receive 2.5% of the 

management fee for the life of the Onshore Fund. 

 

14. Schoenberger told Finder that Investment Bank A had made a firm commitment to 

invest $40 million in the Onshore Fund, and that various accredited investors had also made firm 



 5 

commitments to invest an additional $25 million in the Fund.  Schoenberger further told Finder   

he needed to raise capital to pay LandColt’s start-up costs, as well as costs associated with 

launching the Onshore Fund.  Schoenberger warned Finder that he risked losing the firm 

commitments if he did not launch the Fund soon.   

 

15. Schoenberger provided Finder with marketing materials for the Onshore Fund, 

dated February 2013 (the “February 2013 materials”), as well as numerous links to his appearances 

on various cable television programs.  The February 2013 materials included a representation that 

Schoenberger held a B.A. degree in economics from the University of Maryland, and noted that he 

had previously worked for a broker-dealer registered with the Commission (“Broker-Dealer.”).  In 

truth, neither Investment Bank A nor other investors had made commitments to invest in the 

Onshore Fund, and Schoenberger never obtained a degree from the University of Maryland.  The 

February 2013 materials also did not disclose that Schoenberger had been terminated from the 

Broker-Dealer for misuse of company assets.  Finder believed Schoenberger’s claims about 

LandColt and the Onshore Fund because Schoenberger appeared credible and reputable within the 

investment community based on his appearances on cable television business shows. 

 

16. Schoenberger promised to pay Finder 5% of LandColt’s management fee for each 

$500,000 investment in LandColt until the investment was fully repaid.  Thereafter, he promised 

Finder 2% of LandColt’s management fee for the life of the Onshore Fund. 

 

 17. In early 2013, Finder began soliciting for LandColt investments among persons 

Finder knew.  With Schoenberger’s knowledge and approval, Finder repeated to prospective 

investors Schoenberger’s claims that Schoenberger had obtained firm commitments of investments 

in the Onshore Fund.  With Schoenberger’s knowledge and approval, Finder touted the safety of 

investing in LandColt, telling prospective investors that LandColt was certain to earn enough in 

management fees to pay a return to investors, given the firm commitments of investments that 

Schoenberger had obtained for the Onshore Fund. 

 

18. Finder also arranged for prospective investors to communicate directly with 

Schoenberger, who made his own misrepresentations about LandColt.  During one call with a 

prospective investor, who later invested, Schoenberger falsely touted that an institutional investor 

had made a firm commitment to invest $40 million in the Onshore Fund and that other accredited 

investors had made additional firm commitments to invest $25 million in the Fund. 

 

19. In an email with a different prospective investor, Schoenberger identified 

Investment Bank A as having made a commitment to invest in the Onshore Fund, and again 

claimed that other accredited investors had committed $25 million for the Fund.  Schoenberger 

also falsely claimed that Investment Bank A had conducted a “very vigorous” background check 

on him, and was committed to investing in the Onshore Fund for a minimum of three years. 

 

20. Schoenberger made additional misrepresentations to Finder and prospective 

investors.  For instance, Schoenberger misrepresented to Finder that another investment bank 

(hereafter, “Investment Bank B”) was strongly considering investing $40 million in the Onshore 

Fund, if LandColt could raise enough capital to hire a particular person as its chief operating 



 6 

officer.  Schoenberger also misrepresented to Finder that a private equity adviser (hereafter, 

“Adviser B”) had made a commitment to invest $5 million in LandColt.  In fact, Schoenberger 

knew that Adviser B had made no commitment to invest in LandColt, and that Investment Bank B 

was not considering a $40 million investment in the Fund.  Schoenberger also distributed to 

prospective investors marketing materials for the Onshore Fund that were similar to the February 

2013 materials he had given to Broker which falsely claimed Schoenberger had a degree from the 

University of Maryland and failed to disclose his termination for cause. 

 

21. As the offering progressed, Schoenberger falsely told Finder that the terms of 

LandColt’s offering had changed because LandColt did not need to raise as much money, in light 

of Adviser B’s commitment.  Schoenberger told Finder that the the offering was reduced from $5 

million to $1 million and there was no longer a  minimum investment amount.   

 

The Investors 

 

 22. In March 2013, Schoenberger obtained investments in LandColt from three 

investors, Investor A, Investor B, and Investor C.  In June 2013, he obtained an investment in 

LandColt from Investor D.  Investor A, Investor C, and Investor D were introduced to LandColt 

directly by Finder.  Investor B was introduced to LandColt by Investor A. 

 

Investor A and Investor B 

 

 23. Investor A, 58 years old, is a manager at a textile mill.  Investor B, 38 years old, 

works for the same textile mill.  Schoenber falsely represented to Investor A directly or through 

Finder that LandColt had a number of investors ready to invest in the Onshore Fund, including 

Investment Bank A which had made a $40 million commitment to the Onshore Fund.  

Schoenberger also represented to Investor A that he had obtained a $5 million commitment to 

invest in LandColt from Adviser B.  Investor A conveyed these falsehoods to Investor B without 

knowing they were misrepresentations.  On March 27, 2013, Investor A and Investor B each 

invested $25,000 in LandColt notes, the proceeds of which were to be used for LandColt 

working capital.  Each LandColt note promised 20% percent annual interest for a term of 45 

days, and provided in perpetuity a payment of 0.5% of the management fee LandColt would earn 

from managing the Onshore Fund.   

 

Investor C 

 

 24. Investor C, 75 years old, is a retired farmer.  Schoenberger falsely represented to 

Investor C directly or through Finder that certain financial institutions were going to invest 

millions of dollars in the Onshore Fund, and that Adviser B had committed to invest in LandColt 

itself.  On March 27, 2013, Investor C invested $65,000 in a LandColt note.  Like the LandColt 

notes given to Investor A and Investor B, Investor C’s note provided for 20% percent annual 

interest for a term of 45 days.  Unlike the LandColt notes given to Investor A and Investor B, 

Investor C’s LandColt note did not promise to pay Investor C a percentage of LandColt’s 

management fee from the Onshore Fund. 

 



 7 

 

 

Investor D 

 

25. Between April 2013 and June 2013, Schoenberger continued offering LandColt 

notes.  In April 2013, he met Investor D and solicited him to invest in LandColt.  Schoenberger 

falsely told Investor D that he had commitments to the Onshore Fund of $65 million, including 

$40 million from Investment Bank A and $25 million from other investors.  Schoenberger also 

falsely told Investor D that the Onshore Fund launched on May 1, 2013, and subsequently told 

him falsely that the Onshore Fund was operational and managing $65 million in assets.  Based 

on these misrepresentations, on June 10, 2013, Investor D invested $15,000 in a LandColt note, 

which had a term of 90 days and provided 3% annual interest. 

 

Misappropriation  

 

 26. Of the $130,000 Schoenberger received from the investors, Schoenberger 

misappropriated at least $67,000, which he used for, among other things, a down payment on the 

construction of a new home and to pay personal living expenses.   

  

 27. In February 2014, Investor D obtained a judgment against Schoenberger for the 

principal amount and interest due on his LandColt note.  Schoenberger satisfied this judgment.  

In December 2014, Schoenberger reimbursed Investors A and B for the amounts each invested in 

LandColt notes. Schoenberger has not reimbursed Investor C for the amount he invested in a 

LandColt note.  

 

Violations 

 

28. As a result of the conduct described above, Respondent willfully violated Section 

17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, 

which prohibit fraudulent conduct in the offer or sale of securities and in connection with the 

purchase or sale of securities. 

 

 29.   As a result of the conduct described above, Respondent willfully violated Section 

206(4) of the Advisers Act and Rule 206(4)-8 promulgated thereunder, which make it unlawful for 

any investment adviser to a pooled vehicle to make any untrue statement of a material fact or to 

omit to state a material fact necessary to make the statements made, in the light of the 

circumstances under which they were made, not misleading, to any investor or prospective investor 

in the pooled investment vehicle. 

 

 30. As a result of the conduct described above, Respondent willfully violated Sections 

5(a) and 5(c) of the Securities Act, which prohibit, absent an exemption, any person, directly or 

indirectly, from making use of any means or instruments of transportation or communication in 

interstate commerce or of the mails to sell a security for which a registration statement is not in 

effect or to offer to sell a security for which a registration statement has not been filed. 

 



 8 

 31. Respondent has submitted a sworn Statement of Financial Condition, dated 

January 28, 2015, and other evidence and has asserted his inability to pay a civil penalty. 

 

IV. 

 

 In view of the foregoing, the Commission deems it appropriate, in the public interest, and 

for the protection of investors to impose the sanctions agreed to in Respondent’s Offer. 

 

 Accordingly, pursuant to Section 8A of the Securities Act, Section 21C of the Exchange 

Act, Sections 203(f) and 203(k) of the Advisers Act, and Section 9(b) of the Investment Company 

Act, it is hereby ORDERED that: 

 

 A. Respondent cease and desist from committing or causing any violations and any 

future violations of Sections 5(a), 5(c), and 17(a) of the Securities Act, Section 10(b) of the 

Exchange Act and Rule 10b-5 thereunder, and Section 206(4) of the Advisers Act and Rule 206(4)-

8 promulgated thereunder.   

 

B. Respondent be, and hereby is: 

 

barred from association with any broker, dealer, investment adviser, 

municipal securities dealer, municipal advisor, transfer agent, or nationally 

recognized statistical rating organization;  

 

barred from acting as an officer or director of any issuer that has a class of 

securities registered pursuant to Section 12 of the Exchange Act [15 

U.S.C. § 78l] or that is required to file reports pursuant to Section 15(d) of 

the Exchange Act [15 U.S.C. § 78o(d)]; and  

 

prohibited from serving or acting as an employee, officer, director, member 

of an advisory board, investment adviser or depositor of, or principal 

underwriter for, a registered investment company or affiliated person of such 

investment adviser, depositor, or principal underwriter. 

  

 C. Any reapplication for association by the Respondent will be subject to the 

applicable laws and regulations governing the reentry process, and reentry may be conditioned 

upon a number of factors, including, but not limited to, the satisfaction of any or all of the 

following:  (a) any disgorgement ordered against the Respondent, whether or not the Commission 

has fully or partially waived payment of such disgorgement; (b) any arbitration award related to the 

conduct that served as the basis for the Commission order; (c) any self-regulatory organization 

arbitration award to a customer, whether or not related to the conduct that served as the basis for 

the Commission order; and (d) any restitution order by a self-regulatory organization, whether or 

not related to the conduct that served as the basis for the Commission order.  

 

D. Respondent shall, within 30 days of the entry of this Order, pay disgorgement, 

which represents profits gained as a result of the conduct described herein, of $65,000 and 



 9 

prejudgment interest of $4,349.87 to the Securities and Exchange Commission.  The Commission 

will hold funds paid pursuant to this paragraph in an account at the United States Treasury pending 

a decision whether the Commission, in its discretion, will seek to distribute funds to investor C or 

transfer funds to the general fund of the United States Treasury, subject to Section 21F(g)(3) of the 

Exchange Act.  If Respondent reimburses Investor C for the investor’s investment, and for the lost 

time value of money invested, the amount(s) of such reimbursement(s), as verified by the 

Commission staff, will dollar for dollar offset the amount payable to the Commission pursuant to 

this order.  If timely payment is not made, additional interest shall accrue pursuant to SEC Rule of 

Practice 600.  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 

Todd M. Schoenberger 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 Stephen E. 

Donahue, Assistant Regional Director, Division of Enforcement, Securities and Exchange 

Commission, 950 East Paces Ferry Road N.E., Suite 900, Atlanta, GA 30326-1232.   

 

E. Based upon Respondent’s sworn representations in his Statement of Financial 

Condition, dated January 28, 2015, and other documents submitted to the Commission, the 

Commission is not imposing a penalty against Respondent. 

F. The Division of Enforcement ("Division") may, at any time following the entry of 

this Order, petition the Commission to:  (1) reopen this matter to consider whether Respondent 

provided accurate and complete financial information at the time such representations were 

made; and (2) seek an order directing payment of the maximum civil penalty allowable under the 

law.  No other issue shall be considered in connection with this petition other than whether the 

financial information provided by Respondent was fraudulent, misleading, inaccurate, or 

incomplete in any material respect.  Respondent may not, by way of defense to any such petition:  

(1) contest the findings in this Order; (2) assert that payment of a penalty should not be ordered; 



 10 

(3) contest the imposition of the maximum penalty allowable under the law; or (4) assert any 

defense to liability or remedy, including, but not limited to, any statute of limitations defense.  

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. 

 

 

 

       Brent J. Fields 

       Secretary