Tuesday, May 16, 2023 6:07:39 PM
The merger hasn’t even happened yet.
And it won't if the SEC has anything to say about the matter - and it does.
The SEC has already put a restriction on GVSI's corporate actions such as a reverse merger in its investigation and current and open administrative proceeding against GVSI which is specifically requiring audited financials from 2008 through 2013.
Sharp has already stated he can't provide GVSI audited financials.
https://www.sec.gov/litigation/apdocuments/ap-3-19407.xml
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
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.
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
And Sharp supporters saying that "the FINRA proceeding is "being addressed" or that "Sharp is getting it done" does not address the fact that FINRA/SEC has already denied and affirmed the denial of corporate actions already - an earlier name change request, ticker symbol change and reverse stock split - because FINRA has specifically requested audited financials (2008 - 2013) from GVSI which Sharp has already said he cannot supply.
GVSI is in violation of FINRA Rule 6490 which says that a public company must account for all its audited financials from its inception to present day - especially if it's being investigated and has an SEC/FINRA administrative proceeding against it.
https://www.hg.org/legal-articles/how-finra-rule-6490-lmpacts-reverse-mergers-30567
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 SEC investigation, adminstrative proceeding and restriction on corporate actions is the writing on the wall for GVSI.
https://www.sec.gov/litigation/apdocuments/ap-3-19407.xml
Revocation or delisting is highly likely since Sharp keeps stalling the SEC investigation and administrative proceeding for about two years now and he has already said he can't produce what the SEC is specifically asking for - audited GVSI financials from 2008 - 2013.
And Sharp has never let the SEC administrative proceeding and the SEC restriction on GVSI's corporate actions such as a reverse merger be known in any tweet, disclosure or financial statement.
Sharp has had two years to address this huge problem but won't or can't. He just keeps missing deadlines by kicking the can down the road with the SEC extensions - eight times already (and counting) to drag this out as long as possible so as not to hurt his two other SEC registered viable shells by most likely blowing smoke at the SEC like he has blown smoke in the past to shareholders i.e. like saying he would get GVSI SEC registered and reporting, the WNFT "business plan over the next several weeks which will include an acquisition(s)." that never materialized last year when he said he would not reverse split GRDO.
There will be no reverse split, dilution or toxic debt taken on so long as I am involved with $GRDO. Update filings will reflect a zero balance sheet. PRs are forthcoming.
— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) October 5, 2018
I regret giving the impression that $GRDO would not r/s, but unfortunately, it was the only way to get things done. Why would the shareholders want as much as 800 million shares in dead certificates? The only purpose that serves is to make it more expensive to raise money.
— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) August 9, 2019
I will never be involved with a company that wipes out the shareholders through a reverse split. $FORW $TSNP
— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) November 2, 2020
Notice that Sharp again said that he would never reverse split any of his stocks when he had already reverse split GRDO. Is that being honest?
The mandatory settlement conference did not yield an agreement with Calasse, however we anticipate that $WNFT will proceed with a business plan over the next several weeks which will include an acquisition(s). This statement should not be construed as a guarantee for success.
— Worldwide NFT (@WorldwideNFTInc) August 19, 2022
The name change is the promised land and we are now ready to entertain mergers.
— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) July 8, 2022
All false and blowing smoke.
Anyway you look at it, GVSI has the odds stacked highly against it coming out successfully from its SEC/FINRA investigation and administrative proceeding:
https://www.corporatedefensedisputes.com/2016/08/who-wins-in-sec-administrative-proceedings/
According to analysis conducted by the Wall Street Journal, the SEC had a 90% win rate in contested cases it brought before its ALJs from October 2010 through March 2015
Our analysis of ALJ opinions from October 2014 through the present reveals the SEC had only an 81% win rate in contested ALJ matters, while it prevailed in 91% of federal court trials over the same period.
Since October 2014, the SEC’s ALJs have issued 31 opinions on contested matters, and by our count the Enforcement Division has 24 outright wins, 3 losses and 4 mixed verdicts.
This snippet from the unaudited financial statement (which is not reviewed by any regulatory government agency, so its information is not questioned for its veracity) is being used to try to prove that the SEC administrative proceeding doesn't exist which is rediculous.
The SEC investigation, administrative proceeding and restriction on corporate actions against GVSI are very real, very actice and very current:
https://www.sec.gov/litigation/apdocuments/ap-3-19407.xml
This tweet is also very telling:
I don't know what's more sad about what Sharp said in this tweet - fiegning ignorance to a subject that is obviously true or a CEO who doesn't know what a corporate action is from someone who has filed many of them for his other stocks.
Notice I'm providing verifiable links to SEC documents from the current and open SEC investigation and administrative proceeding against GVSI, a very credible financial and coporate attorney law firm's website and Sharp's own tweets.
Sharp supporters only offer empty statements with no references, when references are supplied they are misdirection or unrelated, irrelevant information. Nothing posted directly addresses these major and existential SEC problems GVSI has.
