Good Vibrations Shoes Inc (GVSI)

[Hi_Lo]

Rather than comply with FINRA rules, previous management and its counsel appealed the decision to the SEC, which we have happily dismissed.

"Rather than comply with FINRA Rules" ??? Is Sharp and GVSI special somehow that it doesn't have to comply with Federal regulations? That's what has gotten GVSI in so much trouble with the SEC and FINRA to begin with. That is why GVSI is in violation of FINRA Rule 6490 which states that a public company MUST comply with AUDITED financials from its inception as a public company to present day. GVSI has not done this and is in violation of FINRA Rule 6490 and keeps digging its hole deeper by not auditing its recent yearly report.

Yet the SEC investigation, SEC administrative proceeding and restriction on GVSI's corporate actions stand and are still in place with the latest entry date being April 10, 2023 (notice an actual verifiable link - not a carefully cropped screen capture of a larger document that can be easily taken out of context):

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



And again no verifiable link is given to see the whole context of the document, which has been carefully cropped.

GVSI was:
-Known as Inca Hemp with Nevada SOS.
GVSI was corrected to Good Vibrations Shoes, now currently American Blockchain. The name change now satisfies the FINRA requirement.

That has nothing to do with satisfying FINRA's requirement. That was just made up wishful thinking.

FINRA is requiring GVSI to submit AUDITED financials from 2008 - 2013 (again, notice an actual verifiable link - not a carefully cropped screen capture of a larger document that can be easily taken out of context):

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

So that point is moot.

###

Known as Good Vibrations Shoes with FINRA. The name change now matches the Nevada SOS.

So? The SEC/FINRA administrative proceeding doesn't care what's done at the state level. Like everything posted - its irrelevant.

So that point is moot as well.

###

-Known as Solpower with the SEC.
File search Solpower at the SEC and it’s now Good Vibrations Shoes. Amazing, GVSI is SEC registered, just currently not a filer.. yet

That is a repeatedly posted and a verifiably false statement.

An approved SEC Form 10 for GVSI doesn't exist which is a requirement to be an SEC registered stock. The GVSI registration statement Form 10 that Sharp withdrew and is mentioned below was NEVER refiled like Sharp said he would two Decembers ago - again more false statements from Sharp (and again, notice an actual verifiable link - not a carefully cropped screen capture of a larger document that can be easily taken out of context):

During the SEC review it was discovered that the designation of a class of pref shares issued by $GVSI's previous management is missing. On the SEC's advice, management has decided to withdraw the Form 10 and refile in December so that corrections can be made with the Nevada SOS. https://t.co/MhVwRI4NW1

— American Blockchain Corporation (@OTCpinkGVSI) November 23, 2021

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

Sharp never refiled GVSI's Form 10 registration statdment. Another example of Sharp being less than honest.

So again, another moot point.

###

The scaled disclosure requirement for smaller reporting companies permit your company:

- to provide [ ]audited financial statements for two fiscal years...

First, GVSI is not an SEC reporting company (which was already admitted in the post I'm responding to).

Second, Sharp has already stated that he was not able to audit GVSI's books:

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://t.co/tOP9FImksT

— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) February 7, 2023

So that closely cropped screen capture (not a link) is moot.

###

Issue with FINRA
-Previous management attempted a reverse split and name change.
Per filing: Current management will be withdrawing the appeal filed by former management with the SEC of FINRA’s denial of the name change. On June 14, 2021 current management amended our Articles of Incorporation to change our name to Good Vibrations Shoes, Inc.

Withdrawing the appeal does not dismiss the current and open SEC administrative proceeding that is current, open and has a current last entry date of April 10, 2023 (again notice - an actual link):

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



And the articles of Incorporation is done at the state level which is meaningless to the Federal level SEC administrative proceeding.

That point is moot as well.

###

Issue with the SEC
-Previous management appealed FINRAs decision to the SEC.
Per company: We have happily dismissed this appeal

Yet the SEC administrative proceeding is still there with a current last entry date of April 10, 2023.

It has not been dismissed and the restriction on GVSI's corporate actions still stands.

And again, withdrawing the appeal does not dismiss the current and open SEC administrative proceeding that has a current last entry date of April 10, 2023 (again notice - an actual link):

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

Every single point that was made has been refuted WITH VERIFIABLE LINKS and Sharp's own tweet (not carefully cropped screen captures of larger documents that can easily be taken out of context).

And the SEC administative proceeding is not being taken care of as can be seen by all the missed extension deadlines (eight so far) with Sharp just blowing smoke to the SEC and kicking the can down the road without addressing this GVSI existential threat. Sharp is dragging this out as long as he can because he knows he can't comply with the SEC demands - audited GVSI financials.

And this list that keeps getting repeated on an almost daily basis is now also moot:

The Sharp/GVSI fallacies:
-Sharp abandoned GVSI
-The debt motion won’t pass
-Sharp won’t get OTCIQ access
-GVSI won’t get off the expert market
-Sharp sold his 20M shares
-GVSI won’t get pink current
-GVSI has 8 lawsuits/controversies
-GVSI isn’t SEC registered
-Sharp awesome at 1 ticker, fail everywhere else
-Fairytale Sharp 4th ticker the best

....because the SEC has put a restriction on all GVSI's corporate actions on a Federal government level. So anything that Sharp does at the state level is meaningless and irrelevant to the SEC's adminstrative proceeding and restriction against GVSI's corporate actions such as mergers and acquisitions.

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

All that's posted are false statements such as repeatedly saying that GVSI is SEC registered, unverifiable tightly cropped altered documents, no verifiable links, irrelevant information and wishful thinking since a well reasoned response can't be found.