Shell Game

Shell Game

I believe that all professionals associated with the public markets, and all individuals who invest in them should be familiar with this information. Please read this blog entry from OTC Markets and comment on your thoughts associated with it.

OTC Markets Blog

During conversations with compliance and risk departments over the past year, the topic of shell companies always comes up.  For diligent compliance officers the reason for this focus is obvious, shell companies and more specifically trading with their affiliates are noted specifically in key notices and regulations, including:

  • FINRA Regulatory Notice 09-05 – Unregistered Resales of Restricted Securities: Shell company status at the time of issuance is noted specifically as a red flag.
  • Office of Compliance Inspections and Examinations (OCIE) Alert October 2014 – Broker Dealer Controls Regarding Customer Sales of Microcap Securities: The alert noted that companies with nominal assets and low operating revenue should be a consideration when considering whether to file a Suspicious Activity Report (SAR).
  • Rule 144 – Specifically bars the use of the 144 safe harbor for securities issued by a shell company or former shell company[i].

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Posted by on January 19, 2017 in BLOG


A Brand-New Website Coming Soon!

Very impressive changes coming to the State of Texas’ business offerings on the web – I tend to use these every day, and they have gotten a lot better.  Take a look at the Texas taxable entity search site (way better).

Source: A Brand-New Website Coming Soon!

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Posted by on August 29, 2016 in BLOG


Mr. Rhodes to present at the next FundingPost event

Mr. Rhodes to present at the next FundingPost event

Are you looking to meet investors and learn more about raising capital in Houston? You do not want to miss this event. Get registered for the FundingPost Investor RoundTable on Thursday, June 16th, 2016. FundingPost has hosted 350+ sold-out venture events in 23 cities over the past 15 years.

This next Houston event is located at The Work Lodge here. The Work Lodge is a member only shared workspace with modern offices, amazing conference rooms, and a meaningful business community. We will have several investors in attendance and several investors on our panel to discuss the Houston Start-up community and how to raise capital for your start-up.

We will have a panel of local and out-of-town investors focused on pitching to early-stage investors, and what it really takes to get them to write you a check! We will be discussing the things that are most important to them when they are considering an Investment, the best and worst things an entrepreneur can do to get their attention during a pitch, and, of course, the best ways to reach these and other Investors. There will be plenty of time for networking with the Investor panelists during the breaks and networking party!

20 entrepreneur attendees who sign up will get the option to pitch their business idea in 1 minutes or less in front of the investor panel.

Along with the pitch competition, there is an educational and networking component to the event. All attendees will be gaining an understanding of what investors are looking for in the Houston market and what our entrepreneurs are building. All attendees will be able to market themselves (including their products and/or services) throughout the event through networking with one another.


Location: 118 Vintage Park Blvd., Suite W  Houston, TX 77070
Date: Thursday, June 16, 2016
Time: 3:00 – 5:30
– Entrepreneur: $45
– Investor: $55
– Table Sponsor: $500


  • Steve Tinkle, Chief Doer of Sumo Business
  • Robert Rhodes, Rhodes Holdings LLC
  • Cody Cupp, Principle, Founder – UNEE GROUP- HAN Member
  • Jason Kaminsky, Venture Partner,
  • Casey Minshew, Texas Director, – Opening Remarks


Please go to the FundingPost website for more information and to register for this event…


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Getting Started with a new corporation…

Getting Started with a new corporation…

We will take a break from looking at different types of organizations to take a look at the mechanics of creating a new corporation.  Since there have been many requirements added since 9/11, including those added by the Homeland Security Agency and Dodd-Frank requirements, many items are now required that were not required previously before people will accept that you have a “real” organization.


Here is a simplified step by step creation list for people, at least in the Great State of Texas:
  1. Incorporate – file your articles of incorporation with the domiciled state
  2. By Laws – Write them
  3. Incorporation meeting of the board of directors – minutes to adopt articles of incorporation, By Laws, appoint officers
  4. Issue stock certificates – must create a stock ledger
  5. Create a corporate binder
  6. Entity Identification Number (EIN) with the U.S. I.R.S.
  7. Create a Dun & Bradstreet Number (D.U.N.S.)
  8. Get an Internet domain name
  9. Create a website and associate the Internet domain with the website

This was originally on another website,, in a posting entitled “Getting Started with a new corporation…” on October 6, 2015.  Copyright 2015 by Key To Funding organization.
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Posted by on April 26, 2016 in BLOG, Business


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How To Win Making Cold Calls

This article was written by Joel Rivera of Turn Key Tile TX

So you have the job of making calls for the new company, a realtor, started a business, or anything that requires you pick up that phone/cell. It may be a little daunting but as the saying goes, you will miss 100% of the shots you don’t take. So in sales terms, you wont get closer to that appointment then sale if you don’t pick up that phone. An alternative is cold walking/ driving, but that another topic. I used to make calls for about 5-7 hours a day, three months straight, and you can learn a lot in that time frame to persevere when you have to pay bills next month. You just have to do it. Start. Go. Now! So for those of you out there that just don’t know how to make calls, I’ll leave you with this article and tips that helped me along the way. This was my method that worked for me, but you can always refine yours based off of your industry. I wrote this for the purpose of how to get started, setting those appointments, getting passed the gate keepers/secretaries, staying focused, setting goals and following through. This is step one of the PCC Program.

The PCC Program Process

  1. Make sure you get comfy. I would recommend to make calls for at least an hour or more 1-4 times/week. Preferable times to call is late morning, 9am to about 12pm, and resume from 2pm-6ish pm. Some times the decision maker stays late.
  2. You need to know where to find the leads. Depending on what you have at your disposal, you may already have a list or need to make your list. If you’d dot have leads, go through directories, phone books, trade magazines, referrals, Google search pages, online directories such as for example, which caters to every trade such as custom home builders, carpenters, tile installers, etc. Google it.
  3. Have yourself a notebook to take notes or whatever you need to make sure you know where exactly to look next time you need to reference a note. I would suggest this for two reasons. One, it lets your jot down appointment info and contact info and two, measure results. Remember, what gets measured improves over time. This will help you understand how you will progress through your journey to becoming a PCC Program graduate. What I did to keep track of my calls were simple tally marks. Tally mark all your calls, then appointments you set, and finally how many you closed. As you will notice, its a numbers game. With time you will become more proficient at setting appointments in less time and less calls made.
  4. Once you’ve set up shop, create a simple excel sheet to take notes and input all info acquired. If you work for a company, they may provide you with programs dedicated to keeping track of every single thing such as Attached you can see what I used for your use as well. I didn’t use Sales Force because I don’t need to save that much data. If your company has a system, use it.
  5. Now its time to call. Below I have detailed some strategies that I implemented and really helped me bypass gatekeepers, set up appointments, and get one step closer to that sale. Cold calling is not a short term process, it is a steady long term investment of your time that will pay off for you.

Route with Unknown DM’s Info

First step is to begin by asking who is in charge of what you’re calling for. This person you seek is also known as the decision maker (DM). You will get hit with some objections I hear very often. Here’s where you need to know what to say and stay on top of it until you succeed.


Hello I’m calling with (_Company_) and was trying to get in touch with the person in charge of (X) or that handles the (X) account.

Here you’ll be asked by Gatekeeper (GK)/assistant what you do exactly. Be broad in your response. Most GK’s are trained by the DM to filter through people like you. Here’s what I’ve used below.

Objection 1: They’re busy at moment or are not in. “Can you email me your stuff to send it to them?

Solution: Have a default email (available for download) typed up introducing yourself with links to a gallery on your website and any social media (SM) links that show any reputable accolades/awards/reviews etc. you’ve earned. BBB, Houzz, FB, Twitter, Yelp, etc. will help. Before you hang up ask them to confirm they received it by emailing you back. It helps a little more with their commitment. Once sent, you must take note of when you sent it and follow up within 2-3 weeks.

Objection 2: We have someone already and we’ve been happy with their work.

Solution:  Agree with them and ask to send them an email. You never know when things can go wrong and they may just need you one day. With smart phones being able to search for anything in your phone, make sure to put keywords you think they may use to search for you in your email. The main thing to do here is follow-up in 2 months or more. Don’t be too pushy on these. Even after the 2 month follow-up, do it again 3 months later or so. You have to feel it out and know when is a better time to call. Don’t be pushy but don’t stop calling. Persistence is key.

Objection 3: Can you call me back later?

Solution: Call them back stating who you are again and that you’re just following up.

Route with Known DM’s Info

With this known info, you can breeze through a little more easily. Here’s how I would respond to the GK or even when the DM answers the call.

GK/DM: Will ask who’s calling.

You: “Hi this is (Name), with (Company Name), how have you been?” -The most important thing about your first contact with the GK/DM over the phone is that you need to SOUND as if you’ve spoken to them in the past already. You have to sound as if you’ve known them and hung out with them previously even though you have not. I would follow up with this.

GK/DM: “Good, how can I help you?

You: “Well I’m Just following up from that last time we spoke about 3 months back. You were busy at the moment and you told me to call you back, so I’m just following back up with you.” or you can say “I’m just calling you back since you said you were busy and told me to reach back out to you.”  They may follow up asking what you spoke about. Keep it broad or let them know you didn’t have time to explain your product/service so you’re following up now. You have to remember that the DM has a lot on his/her plate and will sometimes want to cut right to the chase if necessary over the phone. Now’s your chance to either pitch your product/service or set up that appointment. Feel the situation out. One thing I’ve learned is that DM’s talk to a lot of folks over the phone, so they’ll assume you’ve talked before using this technique and give you that small window of time to speak to them.

Words or Phrases to Avoid When Calling

Below I have placed common words and phrases to avoid in my opinion when conversing with GK’s/DM’s over the phone. Try to look up alternative words on

  • I’m calling with the advertising department.
  • Advertising
  • Sales Rep
  • Buying
  • Promotion we have
  • It will just take a little bit of your time
  • I’m with the marketing department
  • Can I send you something?” -You may want to resort to this last, but avoid it as much as possible. The goal is to meet in person.

Words or Phrases to Use When Calling

  • I was assigned to your account and will be the point of contact for you now” Assure you can claim this account. If your co. has a process of claiming it, do your research first. This statement makes the client think you’re now the point of contact for whatever they need. This helps you reduce their chances of going to someone else. Its not a guarantee but it improves your chances of them reaching out to you first. This also gives the perception of them thinking they have a personal rep they can now call on when they need. Remember, your job is to save time for the DM.
  • If we can just take a look at project (x) or bid on it would be great.”- This helps you not be so pushy.
  • I can visit your location”- You save them the time.
  • I noticed you have a promotion available to you. When can you come in for me to show you what you can get?
  • We do work off commission, so if you can, can you please ask for me when you come in? If I’m with a  customer, just wait for me please by browsing” or “can we meet (day) at (time)?” Always get them to come in, meet them on site or meet in person.
  • Is there a way for you to come into the store so I can show you? Its kind of hard to explain over the phone.
  • How about (Day) at (Time)?”- Always drive the conversation. Don’t let them tell you a day and time. If you do, your chances will go down of meeting them and they’re controlling the sale.
  • I’m just following up from that last time we spoke. You were busy at the moment and you told me to call you back. So I’m just following back up with you.”- Keep this simple. Be confident and act like you’ve known them. So that means you’re sounding upbeat and excited to meet with them. Smile too when you’re speaking to anyone over phone. Its a psychological way of changing the mood of things. Even though you did not talk to them at all, just tell him/her that you called about 6 months back and you’re just following up with them. One thing I’ve learned is that DM’s talk to a lot of folks, they wont remember everyone.

PCC Program Tips

  1. Do not focus on your commission. It’ll come. IF you FEEL and KNOW that what you’re selling is of great quality, and you know your customer will see the value in what you’re selling, both the product/service and your ability to convince/persuade/sell the customer will make bring you money. Speak to the client with passion and honest intention to help them solve their problem/s. When you can think to solve their problem/s, they can sense it, and know you sincerely want to help them.
  2. When calling DM’s, you have to remember they’re very busy and have a lot on their mind. Just because they do not return your call right away or at all does not mean they’re interested. DO NOT stop calling them or following up for an appointment. Keep calling until you’ve set an appointment. I repeat, DO NOT stop calling them until you set an appointment. You should temporarily stop calling when you feel that they really do not need your service/product of course. But that does not mean you have to stop completely following-up. Hold off for about 2-3 months and then call again.
  3. Keep a reminder in your phone calendar, computer or just notated on an excel sheet so that you can call them back.
  4. One thing to remember is if you work at a retail store where customers come to you, save every single number in your phone so that you can follow-up with each one. I realized that most of my business came from reoccurring clients. Don’t let the other rep take your customers. Show how you help them in each and every way, and the next time they do go with another rep by accident, they will see the difference between your efforts to solve their problems and the little effort the other rep put forth.
  5. If the DM says to call back at a certain day or time,  notate it and call back when they said to. They could be testing you. Remember, persistence pays.
  6. Be persistent. Persistence truly does pay. Stay strong, remember to measure how your results are doing. You miss 100% of the shots you don’t take. Be Patient and eventually something will hit. Each call you make gets you more experienced and with experience comes the knowledge to overcome objections faster. The faster you can learn, the faster you will get the swing of cold calling and closer to those sales. Remember what Warren Buffet said, “The more you learn, the more you earn”. So get your experience to learn so that you can earn. It all starts with the phone.
  7. Know that this is also a very effective way to getting appointments, but not only is this effective, it can also save you from spending hundreds if not thousands of dollars on other forms of advertising that may not work.
  8. Always attempt to speak to the DM or meet the DM in person.
  9. If you work for a company that doesn’t have a very reputable name to get in with the DM, for example newspapers, use another name the company goes by. When people think of newspapers, they think adverting on paper, yet you’re calling for web optimization. For instance, the Houston Chronicle is owned by Hearst Media. Say you’re calling with the digital department of Hearst Media, you’re their new rep in charge of their account and would like to set up an appointment. Be creative and confidence will come with experience.
  10. Stay Consistent. The hardest part is starting. Get over the hump and you’re golden after a couple of weeks. Trust me.

Try these techniques out for at least a month or so and see what it gets you.  For any questions, tips or suggestions, please reach Joel Rivera at or twitter- @hoeltx,  Facebook at Any and all feedback is important. Thanks…


Posted by on February 5, 2016 in BLOG, Business, Entrepenuers


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Interest rates and usury in Texas

All of us use credit to one extent or another, and businesses many time are either successful or fail depending upon how they use their credit. Understanding rates of interest and what is legal is important to managing your business.  Usury “refers to the charging of an exorbitant interest rate on a loan” as quoted from the Texas Attorney General’s website.

Business or commercial loans are made for business operations or investor and are governed by Chapter 306 of the Texas Finance Code.  These loans can bear an interest rate of eighteen percent (18%) annually but may float with inflaction up to twenty four percent (24%), with loans exceeding two hundred and fifty thousand ($250,000) being able to go up to twenty eight percent (28%) annually.  The law governed motor vehicle sales makes the highest rate capped at twenty seven percent (27%), but pawn shops can charge as high as two hundred and forty percent (240%) annually – yup, that’s right!

Consumer (personal, family, and household use) loans vary greatly in their structure and the usury laws have a lot of interesting interactions and are governed by Chapter 342 of the Texas Finance Code.  Other rates:

  • Without an agreement, six percent (6%) annually is the cap.
  • With an oral agreement, ten percent (10%) annually.
  • Credit cards interest from banks domiciled in Texas are capped at eighteen percent (18%), but outside of Texas the credit card companies can charge much higher – take a look at the bank’s charter to see which state they are issuing your credit cards from.
  • Business or commercial loans maximize interest rates change depending upon if you are represented by counsel as well.

All in all, I have seen just about everything, and a lot that is apparently not legal.  If you have more detailed information that you’d like to post here, please feel free to comment, and we’ll get to the bottom of what you are working with.


Posted by on January 13, 2016 in BLOG, Business, Entrepenuers


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OTCQB versus S&P 500

A funny happened in the last couple of weeks – the global weaknesses in the economies around the world have shone through.  China, the powerhouse economy growing at over seven percent (7%) a year (see the World Bank’s numbers at 7.7% in 2013, 7.8% in 2012 and so on on their website) has stumbled.  Our own Federal Reserve doesn’t know if it will raise the rate it lends to banks.  Europe is in the midst of a crisis of immigration and other issues. To steal a line from Ghostbusters

…real wrath of God type stuff.
…, dogs and cast living together… mass hysteria…

SO what does this mean for us, the micro-cap investors who believe in the little guy and who work in and around entrepreneurs who aren’t part of the S&P 500 index?

A little notoriety

An article in the New York Business Journal entitled “Early – stag companies fair better on the OTCQB than S&P 500 during these turbulent days” is an interesting view of what is happening right now.  Of course, OTC Markets loves the exposure and they have shared this article with many of us who follow them (I would recommend joining their mailing list).  In essence, the OTCQB hasn’t seen the decline that the S&P has (take a look at the OTCQB index on the OTC Markets’ website).  The OTCQB index has only declined by 3.31% in the two week period ending August 28th, 2015 versus the S&P 500 dropping by 5.46%. Why?

First, why are the S&P 500 companies highly sought after by investors?  Because they are big enough to ride out ups and downs.  They are big enough to have robust operations.

Secondly, why are all the globe’s markets down?  China is a harbinger of the global economy being a slump / recession that is deeper than we expected.  Our economy really hasn’t rebounded that much from the 2007 debacle.  Now the rest of the world sees that.

Lastly, the OTCQB is a “venture” marketplace.  The risk is already figured into the stock price since investing in these stocks are smaller and don’t have the resources that the S&P companies do.  But therein is where they fair better in down markets – we’re placing a bet that these guys will graduate to the S&P 500 someday.  That risk isn’t greater because the world’s markets are basket cases.  In fact, that means that innovation and risk takers will be rewarded to an even greater extent.

My conclusions

2015 through 2020 will probably be sideways markets – giving up as much as they give.  Including some up and coming stocks in your portfolio is how I’m mitigating the risk that my portfolio does absolutely no growing during that time.  Of course, I am focused on bonds for current income, but that is pitiful right now.  All in all, it’s a good time to ensure that your business operations yield lots of cash and worry about where you’re going to put it all.  Happy hunting…

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Posted by on September 8, 2015 in Business, Public markets


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