Good Vibrations Shoes Inc (GVSI)

[I-Glow]

It is facts so obviously you didn't read the post or you didn't understand what he wrote. It is excellent real DD not the pinkyland wishful thinking that is posted here by the true believers. But I doubt anyone took the time to read it because it is long and I depth.

Here is the post - read and learn.

"GVSI - SEC INVESTIGATION AND ADMINISTRATIVE PROCEEDING File No. 3-19407 which is current and open restricting corporate actions such as mergers

George Sharp has had two years to address the delinquency in the SEC administrative proceeding yet he hasn't because he most likely can't. The SEC is requesting audited financials from 2008 - 2013 to dismiss the case and lift the SEC restriction on corporate actions such as mergers. This is something that Sharp has already said he can't produce - audited GVSI financial statements.

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 AND NOTICE OF APPEARANCE
For Review of Action Taken by 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 there has already been a decision made FINRA (and the decision was affirmed) on GVSI's deficiency/delinquency and a restriction on corporate actions for GVSI was placed and the SEC 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 audit GVSI's financials and get GVSI registered with the SEC.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=nO9n_6QOta3EVDuyvt5QkA&s=19

This reference that is supplied by Sharp supporters which is highlighted in orange and is often posted to explain why the administrative proceeding will be taken care of and dismissed is moot and simply another example of misdirection... ]

Current management will be withdrawing the appeal filed by former management with the SEC of FINRA's denial of the name change.

This has already been directly addressed in the SEC documentation.

The reason the appeal will be withdrawn is because the appeal for the name change has already been denied by FINRA (not because the withdrawl of the appeal will dismiss the administrative proceeding or lift the SEC restriction on GVSI's corporate actions):

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

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.

...this proves that there is a current SEC restriction on GVSI's corporate actions because of GVSI's deficiency/delinquency.

Plus the screenshot with the orange highlight has a date of July 9, 2019 which is before the SEC delinquency determination and the imposition of the SEC restriction on corporate actions on August 16, 2019. Plus the most current entry date of the SEC case against GVSI is Jan 9, 2023.
]

Only the SEC has the authority to dismiss the administrative proceeding and lift the restriction and the SEC is asking for six years of audited financials from 2008 - 2013. The case cannot simply be dismissed by Sharp withdrawing the appeal of the name change as is falsely claimed by Sharp supporters. He does not have the authority to do that. Sharp has already said he wasn't able to audit GVSI's financials and that is what is being specifically requested by FINRA. It's the equivalent of saying that a person can withdraw their taxes so they don't get audited which is ridiculous.

https://www.sec.gov/litigation/apdocuments/3-19407-2020-09-16-reply-to-finra-opposition-to-the-application-for-good-vibration-shoes.pdf

FINRA also acknowledges that the denial is based solely on failure to file periodic reports from 2008 to 2013

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=Uo3JD-0ZXLMs9jhB1NraEA&s=19

Sharp has never addressed the SEC administrative proceeding or mentioned it in any tweet, disclosure or financial statement.

And Sharp supporters saying that "the FINRA legal proceeding is being addressed" does not address the fact that FINRA/SEC has already denied and affirmed the denial of a corporate action already - the name change request and reverse stock split - because FINRA has specifically requested audited financials from GVSI which Sharp has already said he cannot supply.

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.

https://www.sec.gov/litigation/apdocuments/3-19407-2020-09-16-reply-to-finra-opposition-to-the-application-for-good-vibration-shoes.pdf

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...the Committee affirmed FINRA’s determination

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

###

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


SEC restrictions apply to companies, not management. The change of control to Sharp is irrelevant. GVSI as a company is still SEC 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 from 2008 - 2013 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. Sharp has NEVER mentioned this serious issue in ANY of his tweets, financial statements or disclosures.

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 GVSI's financials audited. That is why he decided to go through the lax OTC Markets' unaudited financials route via alternative reporting and Pink Current.

The SEC is specifically asking for something Sharp has already said he can't provide - audited financials.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=Xyc0JpnSQtfI-yKTE27p1g&s=19

I had hope to start $GVSI as an SEC reporter, but after over a year of having two accounting firms work on it & discussions with the SEC, I begrudgingly agreed that I would not be able to get the books audited.

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 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.


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

The SEC 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 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 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 administrative proceedings or restrictions.

GVSI is not SEC registered, is being investigated by the SEC and has a current and open SEC/FINRA administrative proceeding that isn't being addressed which has already made GVSI delinquent. Because of all this, GVSI's delisting could be not too far away.

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 never reverse splitting his stocks.

GVSI continues to be a disaster.

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