Public companies, who are your shareholders…

Since Rhodes Holdings LLC does work out (when they get into dire situations, we are engaged to help work out of the situation, bringing everyone to the table and putting a plan together that gets everyone to the goal) on public companies and provides ongoing support for public companies who are SEC reporting (1934 Act registered), we cover processes that aren’t necessarily covered by “Being Public 101“.  This is a class that we provide to new clients to ensure that they understand all of the intricate details and interactions of the public disclosure process.

If you are interested in retaining us (Rhodes Holdings LLC) for work out services, interested in the “Being Public 101″ class for your company, or just working with us to walk through the reporting process with your SEC professionals, please contact us either from our Contact Us Page, e-mailing, or calling 281-435-3917.  Here are a few miscellaneous topics that have come up recently for a few clients…


Most public companies have only one registered security that is traded in the public markets – most frequently their Common Stock shares.  Of course, there could be multiple classes of Common Stock (not a common practice, but we have seen it, most notably with Colorado Goldfields Corp, website, who has two different classes of Common Stock, Class A and B) and multiple classes of Preferred Stock as well.  Some large capitalization stocks not only have Common Stock but also have multiple Preferred Stock shares and bonds.  If these are traded in the public markets, each class of stock or bond will have its own unique identifier – in this case its CUSIP number, which stands for Committee on Uniform Securities Identification Procedures (see the definition below).

“A CUSIP number identifies most securities, including: stocks of all registered U.S. and Canadian companies, and U.S. government and municipal bonds. The CUSIP system—owned by the American Bankers Association and operated by Standard & Poor’s—facilitates the clearing and settlement process of securities…”


How do I get a CUSIP for a new security?


Your SEC counsel will most likely do this for you, but they will go through to receive one.


How do I find out what the CUSIP is for my shares?


The quick answer is look on the face of your paper certificate if you have one.  Most certificates come with the CUSIP on its face as do most bonds.  Transfer agents usually subscribe to a service that provides all this information and they will probably be happy to help you find out the CUSIP number.  If you’re looking for the online equivalent, we haven’t found one lately – if you know of one, please post it here.

Common stock issued in 1967

Common stock issued in 1967 (Photo credit: Wikipedia)

NOBO and OBO Lists

Building upon our knowledge of securities at this point, the next step will be doing due diligence on who your shareholder base is.  This will come in three forms:

  1. Paper certificate holders
  2. Non objecting beneficial shareholders (‘NOBO’)
  3. Objecting beneficial shareholders (‘OBO’)

If you have every opened a brokerage account, you will have filled out countless forms and one of them asked, “Do you object to the brokerage releasing your name to the company?”  If you replied in the affirmative, you became an OBO for all the stocks held in your brokerage account.  If you replied in the negative, you became a NOBO.

To understand more about this, all the brokerage houses subscribe to a service called the Depository Trust & Clearing Corporation or DTCC for short (sometimes people still use DTC for short).  Basically all the brokerage houses deposit their stock certificates and shares with the DTCC and their holdings become a book entry in the DTCC accounts.  Each brokerage account holder at the brokerage is held in “street name”, or more precisely only the brokerage’s name is held at the DTCC.  The DTCC then takes the certificate and holds this in its vaults (interesting aside – their vault is in lower Manhatten Island and was flooded out during the last hurricane that swept through.  Many of the paper certificates were lost, and the public markets are still coming to grips with what that means).

So, when an officer or professional associated with a public company wants to get a list of the shareholders of the company, they would ask a company called Broadridge Financial Solutions, Inc. to provide a NOBO list.  This NOBO list ties all the DTCC street name entries to the brokerage account holders that have not objected.  You can find more information on receiving these lists at Broadridge’s website page for Corporate Issuer Solutions.

Remember though, it requires two days at least to receive so you have to plan ahead (it always takes me about a week though).

© 2014 by Rhodes Holdings LLC, all rights reserved.

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Posted by on September 30, 2014 in BLOG, Business, Public markets


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American Liberty Petroleum Corp. signs LOI with Avant Diagnostics Inc.

English: Most common cancers in the United Sta...

English: Most common cancers in the United States 2008. See Epidemiology of cancer (Photo credit: Wikipedia)

Houston, Texas (Monday, September 15, 2014) – American Liberty Petroleum Corp. announces the signing of a Letter of Intent (‘LOI’) with Avant Diagnostics Inc., a medical technology company developing cutting edge medical diagnostic tests, including OvaDx®, a Pre-Symptomatic Ovarian Cancer Screening Test.

Throughout 2014, American Liberty Petroleum Corp.’s management team focused on the acquisition of operations to accelerate shareholder value. The proposed acquisition of Avant Diagnostics Inc. not only has the opportunity to bring value to our shareholders, but its test OvaDx® has the opportunity to change and save lives,” said Robert C. Rhodes, American Liberty Petroleum Corp.’s Chief Executive Officer. “Upon closing the acquisition, we plan to accelerate the development of Avant Diagnostic Inc.’s first test as well as start development of new tests.

The letter of intent for acquisition of Avant Diagnostics Inc. contemplates a closing date by October 1st, 2014, based upon successful conclusion of due diligence by both parties. As due diligence progresses, we expect to provide further details to our shareholders.


About American Liberty Petroleum Corp.

American Liberty Petroleum Corp. (‘OREO’, is a fully reporting, development stage publicly traded company seeking acquisitions in the Gulf Coast oil & gas services business segment. OREO’s current management team, Robert C. Rhodes (CEO) and Steven M. Plumb (CFO), are actively involved in the search for acquisitions.


About Avant Diagnostics Inc.

Avant Diagnostics, Inc. (‘Avant’, is a medical technology company based on the completion of the human genome sequencing project. Avant is developing specialized tests that are cutting edge in medical diagnostic testing and the OvaDx® Pre-Symptomatic Ovarian Cancer Screening Test is a leading breakthrough in commercializing these tests.

Genetic research is increasingly focused on identifying the variations of the specific genes in the genome. These variations are what define individual characteristics, including disease states or a statistical propensity for disease. The implications are far-reaching and impact not only the research community, but also the individual patients and the medical providers. Diagnostic tests that detect diseases very early in their progression will provide options for earlier treatments that may improve the patient’s quality of life and prognosis by delaying or preventing disease progression or even death. Medical providers will incur major cost savings by avoiding costly late stage disease treatments.


Safe Harbor

The statements in this press release that relate to American Liberty Petroleum Corp.’s expectations with regard to the future impact on American Liberty Petroleum Corp.’s results from new products and services in development, including any planned acquisitions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements might not occur. American Liberty Petroleum Corp. undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in American Liberty Petroleum Corp.’s plans or expectations.


Investor Contact

Robert C. Rhodes
American Liberty Petroleum Corp.

Steven Scott or Gregg Linn
Avant Diagnostics, Inc.

© 2014 by American Liberty Petroleum Corp., all rights reserved. Some excerpts © 2013 by Avant Diagnostics, Inc.

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Posted by on September 15, 2014 in News


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Just when you thought John O’Quinn couldn’t get any more interesting…

…even when he died in 2009, his legacy continues to live on.  John O’Quinn is remembered for his large litigation win against tobacco and is thought to have won over $1.5 billion for his law firm over his career (Wikipedia’s biography).

In the news this week, a former client of John O’Quinn sued O’Quinn’s law firm.  You’re hearing about it here as the client, Eagletech Communications, Inc., was in litigation to stop “naked short selling”, which is a huge institutionalized problem that we are still dealing with today.  Here are the stories that came out this week:

To get more information on the Eagletech Communications, Inc. case and the issues involved, take a look at this movie, The Wall Street Conspiracy:

More information available:


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Posted by on May 10, 2014 in BLOG, Business, Public markets


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In the U.S., the age of lawlessness…

In the U.S., the age of lawlessness…


Some of you may think that this post has to do with politics, but I would disagree with you.  Some of you will think that I am “throwing the first stone“, as in Jesus’ statement in John 8:7 when the Pharisees were going to stone a woman caught in adultery and he said, “…Let any one of you who is without sin be the first to throw a stone at her.” (New International Version of the Bible), but they would be wrong as well.  I freely admit that I am as guilty as any and all in the United States of what I will talk about next…

My Supposition

For some time, something has been rumbling around in my mind.  Something unsettling.  Something I have had a hard time distilling down into a concise statement that I could then ponder what’s next.  Something that is effecting everyone in this country, the United States of America (“USA“).  Something that will effect my children, and their children, and their children’s children.  Something that I believe WE, the citizens of the USA need to be mindful of, address in our discussions, and start to address in our actions. So what is this “supposition” that I set forth?

  1. The Founding Fathers of the USA founded this country on the “rule of law“.
  2. As a people, We flourished as We allowed this principle to take root in our every day life, our political life, our religious life, and our personal lives.
  3. When We shared our values – and that word is key, “shared“, not “forced down their throats” not “conquered them and forced them to acknowledge” and not “used our superiority to show that we are right and they are wrong” – the rest of the world listened.
  4. When We showed our values by helping the rest of the world, sharing of our bounty (sorry for using the old fashioned word, but that captures my thought), the rest of the world saw what the “rule of law” could do for them.

Am I getting old?  Am I yearning for a better time, a time of my youth?  Nope, I think that we have been missing the boat for some time now (and I mean decades beyond my lifetime), and now the “chickens are coming home to roost“.  So I would like to explore, first my supposition and its individual pieces.  Then, in future blog posts, I would like to set forth some points for us all to start a discussion around and hopefully right the ship…

Rule of Law

So what do I mean by the “rule of law“?  On the surface, it sounds simple but man has been struggling with these issues since Socrates in ancient Greece, or if you are technically inclined, by Plato‘s and Xeonphon’s writings referencing Socratic ideas and discussion (see Plato’s Republic as one of the best known of these).  If we break this down into three distinct contexts, it becomes somewhat easier:

  • Rules according to law“;
  • Rules under law“; and
  • Rules according to a higher law“.

Rules according to law” states that the government will act only under clearly written rules, regulations, and legal principals.  But most importantly, “Well established and clearly defined laws allow individuals, businesses, and other entities to govern their behavior according (United States V. E.C. Investments, Inc., 77 F. 3d 327 [9th Cir. 1996]).  Before the government may impose civil or criminal liability, a law must be written with sufficient precision and clarity that a person of ordinary intelligence will know that certain conduct is forbidden.”

Rules under law” states that no one is above the law.  In England, this started with a group of 13th century Barons protecting themselves from a tyrannical monarch with the Magna Carta (the English Monarch is subject to the law).  Following this tradition, the U.S. Declaration of Independence had a group of Colonial rebels throwing off the yoke of injustice by a king who suspended the very laws that the Magna Carta started and the English Parliament enacted.  The Constitution of the United States of America established the American codified laws, with the Bill of Rights enumerating them further.

There is no better example of how the U.S. government should work than the impeachment of Richard M. Nixon – it reigned in the executive branch of the U.S. government and held out that even the President of the United States is still subject to the law (UNITED STATES V. NIXON, 418 U.S. 683, 94 S. Ct. 3090, 41 L. Ed. 2d 1039 (1974)).

And finally that “rules according to a higher law” pertains to the what is alluded to in the Declaration of Independence when it says,

We hold these truths to be self-evident, that all men are created equal, that they are endowed by their Creator with certain unalienable Rights, that among these are Life, Liberty and the pursuit of Happiness.–That to secure these rights, Governments are instituted among Men, deriving their just powers from the consent of the governed,…

That the written laws require governments to treat all persons equally under the law.  Now we all know that the U.S. Civil War pertained to this, but maybe not the way we were taught in elementary school – property rights were at risk.  I’m not saying that slavery was right or wrong (BTW, I personally think that it was wrong), I’m saying that Abraham Lincoln stole property from U.S. citizens without recompense.  This of course sets up a huge issue for government – if a law is morally wrong, should they still be required to uphold it?

Why even the United Nations, an organization that I don’t particularly feel embodies anything close to what I would hold the United States of America accountable to states as part of its website:

Promoting the rule of law at the national and international levels is at the heart of the United Nations’ mission.  Establishing respect for the rule of law is fundamental to achieving a durable peace in the aftermath of conflict, to the effective protection of human rights, and to sustained economic progress and development.  The principle that everyone – from the individual right up to the State itself – is accountable to laws that are publicly promulgated, equally enforced and independently adjudicated, is a fundamental concept which drives much of the United Nations work.

I think that much of the world understands, at least with their head, what the “rule of law” should me, but the problem right now is that every one applies it to everyone else and not themselves – either individually, state wise or nationally.

Coming soon…

Later this week, more on my supposition #2, #3, and #4.




Posted by on April 27, 2014 in BLOG, Business, Entrepenuers


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New Brown Book Shop owners plan to adapt to the digital age

Brown Book Shop, founded in 1946, has sold technical publications at its store in downtown Houston. It has grown into one of the world’s largest bookstores that cater to the niche of oil and gas companies. Pictured is the new owners Steven Plumb and​ Noah Davis.
As seen in the Houston Chronicle By Erin Mulvaney
February 11, 2014 | Updated: February 11  
The Brown Book Shop has evolved over nearly seven decades from an art, poetry and fiction salon for the city’s elite to a specialty outlet for technical handbooks, manuals and industrial codes for the booming energy sector.

Now, the downtown institution at 1517 San Jacinto is poised for the next stage in its transformation. It has been sold, and new owners Stephen Plumb and Noah Davis hope to expand the Brown Book Shop’s customer base and move it into the digital age.

“We realized the business had a lot of potential,” Plumb said. “We wanted to use the success as a spring board to launch it into the digital media age.”

The shop will keep its name and continue in the downtown location it has operated in since 1987.

But the focus will increasingly be online. Plumb and Davis were hired by Pat Ginther, the second owner in the store’s 68-year history, in July to help reverse a downward sales trend that Davis said had Ginther within a week of closing the doors.

Over the last six months, Brown Book Shop’s online presence has increased significantly and the store also now offers tools, supplies and maps for engineers. Sales have since doubled, Davis said.

The new owners also plan to begin publishing books through the new Brown Publications.

Brown Book Shop carries about 10,000 titles, including many hard-to-find titles for engineers, electricians and architects with titles such as “Drilling Data Handbook,” “Pipe Fitters Manual” and “Handbook for Riggers.” Books cost on average between $200 and $300.

The new owners feel confident enough in their business plan to renew Brown’s lease until 2019 and doubling the staff to 10 employees. They are remodeling the offices and a portion of the building and plan to add a daily feed of industry news to the website.

“The idea is to make Brown a resource for people in the field,” Davis said.

Last year, the shop generated $1.65 million in sales. The new owners estimate that will double in 2014 and continue to double annually for the next five years.

When original owner Ted Brown opened the shop in 1946, well-heeled Houstonians visited the shop for rare leatherbound books and first-editions, and the store would host famous authors for book signings.

He likely saved the store from going out of business by radically adapting the focus to technical books from oil and gas companies. He purchased books from across the United States, in Canada, Europe and South America.

Ginther bought the business from Brown in 1980 and moved it to its current location in 1987, maintaining the technical focus.

The new owners say its one of the only remaining technical bookstores in the world and that it has about 3,000 active accounts with oil and gas, petroleum engineering and marine industry companies. Many of their existing customers are based in Houston.

Irwin Miller of The Service Corps of Retired Executives said he thinks brick and mortar and online can work together in retail. He said although the Brown name is well known in Houston, the owners need to market themselves to a broader customer base.

“The world is changing and you have to change with the world,” he said. “Their accessibility will be way beyond just Houston. I think their market is larger. People all over the world would need technical books.”

About 30 percent of business still comes from walk-in customers, Davis said.

“I think it’s a testament to the Houston area,” he said, “and how strong the market is here and how strong the energy industry is here.”​
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Posted by on February 13, 2014 in News


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SEC halts trading in a number of micro-cap companies yesterday

Yesterday, the United States Securities & Exchange Commission (“SEC”) halted trading in 255 securities, mostly micro-cap dormant shell companies.  Per Laura Anthony, Founding Partner and Attorney at Legal & Compliance, LLC (

On February 3, 2014, the Securities and Exchange Commission (SEC) suspended the trading in 255 dormant shell companies.  The trading suspensions are part of an SEC initiative tabbed Operation Shell-Expel by the SEC’s Microcap Fraud Working Group.  In May 2012, the SEC suspended the trading on 379 shell companies and in June 2013, it suspended 61 shell companies as part of the initiative.  Each of the companies was a dormant shell that was not current in its public disclosures.  Each of the companies failed to have adequate current public information available either through the news service on OTC Markets or filed with the SEC via EDGAR.

Check out her BLOG and post concerning this important happening at

Here is the SEC’s announcement at

© 2014 by Rhodes Holdings LLC, all rights reserved. Quote from Laura Anthony’s BLOG as referenced above.

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Posted by on February 4, 2014 in BLOG, Business, Public markets


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BenchMark Signs Manufacturing Agreement in Mexico for Antifreeze Production

Coldspring, Texas (January 14, 2014) – BenchMark Energy Corporation (OTC Pink:BMRK, a refiner and supplier of Glycerin for commercial processes, announced it has signed agreements with a processing company in Mexico to provide them with refined Glycerin, and for the production and shipment of BenchMark’s own brand of antifreeze for resale to consumer market here in North America.

Under the agreement, BenchMark Energy will supply increased shipments of refined Glycerin to its Mexican partner, and in return will be provided manufacturing, production, and shipment of BenchMark’s own brand of antifreeze, now to be marketed under the new brand name Timberline Antifreeze.

Once in full production, our Mexican production facilities should be on course to ship up to 150,000 gallons of antifreeze to the company per month. The Company anticipates that the first shipments of their new Timberline Antifreeze product should be on store shelves by the end of January 2014.

Mark Bateman, the CEO of BenchMark Energy Corp. commented, “We are very excited to announce our contracts with our Mexico partners for the production of Timberline Antifreeze as our first commercial Glycerin-based retail consumer product. We feel by utilizing our secure supply of Glycerin, and the environmental aspects of using our Glycerin-based product as opposed to Ethylene Glycol, that BenchMark will be providing a cutting edge new product within the antifreeze market.”


- Less corrosive on engine parts
– More cost-effective than Ethylene Glycol based Antifreeze
– Close to neutral on a corrosive scale
– Better for the environment (less toxic)
– Supportive of the renewable fuels industry


Timberline Antifreeze will be marketed in both 1 gallon containers, 55 gallon drums and bulk ISO containers. The 1 gallon containers will be focused on the retail market, providing a superior product at a lower cost per container than conventional antifreeze. Through internal and marketing price reviews they feel Timberline Antifreeze will be extremely competitive price wise to current antifreeze products on the market.

The 55-gallon drums and ISO containers will be marketed towards transportation companies, farmers, school systems, automotive repair shops, and other enterprises that service fleets of vehicles. Although launch is still pending for January 2014, BenchMark has already received indications of interest from transportation companies as potential pre-orders.

Additional blends of Timberline Antifreeze are expected in the coming weeks and months ahead.

Photos of the recent signing of this agreement will be posted shortly on our official Twitter account at


“BenchMark Energy Corporation (OTC Pink:BMRK) is the source for glycerin and related refined components, providing value through our industry knowledge.” – Our mission statement starts the story, but the rest is available at


The statements in this release that relate to the Company’s expectations with regard to the future impact on the Company’s results from new products in development are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The results anticipated by any or all of these forward-looking statements may not occur. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events or changes in the Company’s plans or expectations.


Ashlee Guzman
Phone: (832) 691-0011

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Posted by on January 14, 2014 in Business, News, Public markets


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