Good Vibrations Shoes Inc (GVSI)

[Hi_Lo]

SEC/FINRA GVSI ADMINISTRATIVE PROCEEDING File No. 3-19407 which is current and open restricting corporate actions

All documents in the administrative proceeding concern and refer specifically to Good Vibrations Shoes, Inc. (GVSI) which can be seen in the upper left side of each page.

https://www.sec.gov/litigation/apdocuments/ap-3-19407.xml

https://www.sec.gov/litigation/apdocuments/3-19407-event-1.pdf

UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION
In the Matter of the Application of
GOOD VIBRATION SHOES, INC.
APPLICATION FOR REVIEW
For Review of Action Taken by AND NOTICE OF APPEARANCE
FINRA

Inca Hemp, Inc. (formerly Good Vibration Shoes, Inc.) (the "Company), by its attorneys Cutler Law Group, P.C., hereby submits the instant Application for review of FINRA's denial under Rule 6490 of the Company's requested corporate actions of a change of corporate name, symbol request and a reverse stock exchange pursuant to a merger on a one for twenty-thousand (I :20,000) basis (the "Corporate Actions"). FINRA initially declined to process the Company's Corporate Actions on June 21, 2019 by delivering a Notice of Deficiency Pursuant to FINRA Rule 6490. The Company filed an appeal of the Notice of Deficiency to a subcommittee of FINRA's Uniform Practices Code Committee (Case No. CAS-55435-H3X0J3). The subcommittee affirmed the action of FINRA and denied the appeal on August 16, 2019. Accordingly the Company appeals the denial of the Corporate Actions. The Company hereby applies to the commission for review of FINRA's decision. The Company argues that FINRA has misapplied its discretion under Rule 6490 and acted in a reckless, arbitrary and capricious manner by declining the Corporate Actions.

###

Keep in mind that the SEC has already made a decision and put a restriction on corporate actions and is just extending the date to allow GVSI the opportunity to resolve the delinquencies which it has not.

https://twitter.com/GeorgeASharp/status/1622942219853234176?t=Ocxwi_dR0E6Qamc7mt23kg&s=19

The plethora of partial name changes by previous management and its inept counsel didn't help $GVSI either and all that had to be unwound and mapped out.

Obviously it was not "unwound and mapped out" well enough to get GVSI registered with the SEC.

Deniers of the SEC/FINRA administrative proceeding and restriction on GVSI corporate actions attempt to misdirect by stating that
Inca Hemp, Inc. is not Good Vibration Shoes, Inc. when Good Vibrations Shoes, Inc. is clearly on the upper right hand side of each SEC document.





They also refer to a screeshot falsely insinuating that all that is needed is for GVSI to withdraw the appeal to dismiss the administrative proceeding, adverse decision, action and restriction but the truth is only the SEC/FINRA has the authority to do dismiss the administrative proceeding and they are asking for six years of audited financials. Sharp has already said he wasn't able to audit GVSI's financials. It's the equivalent of saying that a person can withdraw their taxes so they don't get audited which is rediculous. And Sharp has never addressed the SEC/FINRA administrative proceeding or mentioned it in any tweet, disclosure or financial statement.

https://www.sec.gov/litigation/apdocuments/ap-3-19407.xml

https://www.sec.gov/litigation/apdocuments/3-19407-event-2020-05-12-brief-in-support-of-application-for-review.pdf

FINRA has effectively terminated the life cycle of this corporate entity. Therefore, the Commission's enforcement of the instant deficiency determination would amount to a death sentence for GVSI

https://www.sec.gov/litigation/apdocuments/3-19407-event-2020-05-12-brief-in-support-of-application-for-review.pdf

In sum, given the reasons set forth by the FINRA and the DOP in their determinations...the Commission's enforcement of FINRA's denial would effectively terminate the ability of GVSI to operate its business...

FINRA's deficiency determination and the Commission's affirmation of FINRA's deficiency determination would have the collateral consequence of preventing GVSI from ever conducting future corporate actions.

FINRA’s actions have effectively already murdered the Company and destroyed investment by its shareholders and other investors.

The Company’s many shareholders have essentially all lost their investment in the Company.

On March 20, 2019 (18 months ago), Applicant, Allied Corp. (previously Good
Vibration Shoes, Inc.) ("GVSI"), submitted an application to FINRA to complete a name change, obtain a new symbol, and conduct a reverse stock exchange pursuant to a merger, pursuant to FINRA Rule 6490. After months and months of delays, FINRA determined the application was deficient on June 21, 2019. Applicant filed an appeal to the Uniform Practice Committee of FINRA (the “Committee”) on June 27, 2019. On August 16, 2019, while violating the time requirements of Rule 6490, the Committee affirmed FINRA’s determination.

###

The restriction on any corporate actions by FINRA/SEC for GVSI still stands and the restriction keeps getting updated as evident by FINRA/SEC extending the date of the documents. The last entry being Jan. 9, 2023.



SEC/FINRA restrictions apply to companies, not management. The change of control to Sharp is irrelevant. GVSI as a company is still SEC/FINRA restricted. Simply dismissing the standing SEC ruling and restriction by saying it was from old management doesn't hold water because the administrative proceeding is current and open as can be seen by the case's continously updated dates.

And withdrawing the appeal won't satisfy the SEC's specific request in the adminstrative proceedings of submitting audited financials which Sharp has said he wasn't able to get done.

Sharp has had close to two years to take care of the administrative proceeding yet he can't or won't. He has NEVER mentioned this serious issue in ANY of his tweets or financial statements/disclosures.pll

Simply withrawing the appeal doesn't fix the restriction. The SEC is specifically requesting audited financials in the administrative proceeding.

Sharp has already mentioned that he tried to get GVSI financials audited by using two accounting firms and having discussions with the SEC but failed getting them audited. That is why he decided to go through the lax OTC Markets' unaudited financials via alternative reporting and Pink Current.

SEC/FINRA is specifically asking for something Sharp has already said he can't provide - audited financials. SEC/FINRA is specifically asking for audited financials from 2008 through 2013.

https://twitter.com/GeorgeASharp/status/1622942219853234176?t=Ne34oFRTr3x2OJ675bWZyQ&s=19

The plethora of partial name changes by previous management and its inept counsel didn't help $GVSI either and all that had to be unwound and mapped out.

Obviously it was not "unwound and mapped out" well enough to get GVSI registered with the SEC.

Deniers of the SEC/FINRA administrative proceeding and restriction on GVSI corporate actions attempt to misdirect by stating that
Inca Hemp, Inc. is not Good Vibration Shoes, Inc. when Good Vibrations Shoes, Inc. is clearly on the upper right hand side of each SEC document.





They also refer to a screeshot falsely insinuating that all that is needed is for GVSI to withdraw the appeal to dismiss the administrative action but the truth is only the SEC/FINRA has the authority to do dismiss the administrative proceeding and they are asking for six years of audited financials and Sharp has already said he wasn't able to audit GVSI's financials. It's the equivalent of saying that a person can withdraw their taxes so they don't get audited which is rediculous. And Sharp has never addressed the SEC/FINRA administrative proceeding or mentioned it in any tweet, disclosure or financial statement.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=PmlRgAUuUUZPPJa62tElIg&s=19

That basically seems to leave shareholders up a creek without a paddle.

The SEC/FINRA administrative proceeding and decision to restrict GVSI's corporate actions is the reason the SEC Rule15c2-11 warning is on OTC Markets' GVSI profile page and won't be taken off until the SEC restriction is lifted:

https://www.otcmarkets.com/stock/GVSI/overview

Warning! This security is eligible for Unsolicited Quotes Only

This stock is not eligible for proprietary broker-dealer quotations. All quotes in this stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.

Especially since OTC Markets verified GVSI's profile on January 2023 and updated it to Pink Current on February 2023 but didn't take the Rule15c2-11 warning off its profile.

Sharp has not even started to address the issue. It seems as if Sharp is purposely avoiding addressing it since he most likely can't lift the restriction.

Plus the share cancelation filed in court by George has a high probability of GVSI being mired in court for months and months from shareholders whose shares Sharp wants to cancel if the actual controversies aren't resolved in Sharp's share cancelation court case.

Actual controversies have arisen and now exist between Plaintiff and Defendants

https://dictionary.law.com/Default.aspx?selected=2319

actual controversy

n. a true legal dispute which leads to a genuine lawsuit rather than merely a "cooked up" legal action filed to get a court to give the equivalent of an advisory opinion. Federal courts, including the U.S. Supreme Court, will only consider an "actual controversy", on appeal, since they will not give advisory (informal) opinions or make judgments on "friendly suits" filed to test the potential outcome.

Plus GVSI is not even a registered SEC stock which severely limits the quality of a merging candidate, if there even is one after all these blunders, rejections and delays.

An approved SEC Form 10 for GVSI doesn't exist. The GVSI registration statement Form 10 that Sharp withdrew and is mentioned below was NEVER refiled like Sharp said he would two Decembers ago.

https://twitter.com/OTCpinkGVSI/status/1463252163287785477?t=NkYRGLkdeQABnKX37-bl8A&s=19

https://www.sec.gov/Archives/edgar/data/1068618/000149315221029704/formrw.htm

1701 Pennsylvania Avenue, N.W.
Suite 200
Washington, D.C. 20006
Direct: 844-285-4263 ext. 758
Cell: [phone]
[e-mail]

Ernest M. Stern
Partner

November 23, 2021

Via EDGAR

Daniel Crawford
Suzanne Hayes
Division of Corporation Finance
Office of Life Sciences
Securities and Exchange Commission
Washington, D.C. 20548

Re: Good Vibrations Shoes, Inc.
Amendment No. 1 to Form 10
Filed September 28, 2021
File No. 000-29780

Dear Mr. Crawford and Ms. Hayes:

Please be advised that Good Vibrations Shoes, Inc. (the “Company”) hereby respectfully requests withdrawal of the above-mentioned Registration Statement pursuant to Rule 477 of Regulation C promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. The Registration Statement was originally filed on September 27, 2021.

The Company is in the process of revising its registration statement and accompanying financial statements to adequately address certain comments received by the Company from the SEC. Accordingly, the Company respectfully requests that the SEC consent to the withdrawal of the Company’s registration statement on Form 10 as soon as practibalbe. The Company also respectfully requests that all filing fees submitted to the SEC in connection with the filing of the Registration Statement be applied to any future filing of the Company on Form 10.

Please contact this office with any additional questions in this regard.

Very truly yours.
CULHANE MEADOWS PLLC
/s/ Ernest M. Stern
Ernest M. Stern, Partner

###

No high value reputable company will merge with GVSI if the shares might be contested, if GVSI is not a registered SEC stock, has a bloated share structure of 7 billion and 2.4 billion OS and most importantly, if there is an SEC/FINRA administrative proceeding with a restriction on GVSI corporate actions.

There is also the fact that WNFT and SRNW both are registered SEC stocks without any SEC/FINRA administrative proceeding.

GVSI is not SEC registered and has a current and open SEC/FINRA administrative proceeding.

GVSI continues to be a disaster.

And for those who say that George Sharp NEVER reverse splits his tickers, we have Sharp yet again NOT keeping his word (to go along with saying he would make GVSI an SEC registered stock):

https://twitter.com/GeorgeASharp/status/1048291978809565184?t=F-TPPQ4giVLeUic2r1yvnQ&s=19

https://twitter.com/GeorgeASharp/status/1159930847811608576?t=cicXBd6leJzfkkHfZ2Q6WA&s=19

https://twitter.com/GeorgeASharp/status/1323292563416084480?t=HESkaVhSZK3M_BjXYaOcqw&s=19

Mind you that Sharp again said in the above tweet that he would NEVER reverse split a stock AFTER he did just that for GRDO - is that being honest?

GVSI's bloated share structure makes it another prime candidate for a reverse split no matter what many Sharp supporters repeatedly say about Goerge Sharp not reverse splitting his stocks.

The information I post can be verified by the links, SEC documents, court documents, and Sharp's own tweets.