Good Vibrations Shoes Inc (GVSI)

[Hi_Lo]

.005 COMING SOON FOR GVSI - THEN SEC REVOCATION

Uh oh, looks like we know why FINRA/SEC was extending the proceeding, and it wasn’t for them wanting to wait years just to do it. Lmfao.

Sharp could have submitted GVSI's delinquent audited financials from 2008 - 2013 to comply with the SEC demands during the custodianship yet he didn't. There was norhing stopping Sharp from making GVSI SEC registered and reporting other than the fact that he couldn't after having two accounting firms for a year trying to do it and having several conversations with the SEC and still failing.

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

Plus Sharp made GVSI and SRNW fully SEC compliant and reporting while under his custodianship. GVSI is now out of custodianship and is still delinquent with the SEC.

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



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

George Sharp has had close to two years to address the delinquency in the current and open 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. GVSI is also in violation of FINRA Rule 6490 because it has not filed audited financials which the SEC is specifically demanding in its administrative proceeding.

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.

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.

...the Notice of Deficiency pursuant to FINRA Rule 6490 still stands and proves that there is a current SEC restriction on GVSI's corporate actions because of GVSI's deficiency/delinquency.





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

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.

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

Look at all the problems GVSI currently has and all the unrealized speculation over the last year and a half.

Many Sharp fans have already had a rude awakening from the overestimated speculation concerning pink current. Especially looking at GVSI's recent sell off after pink current.

There have been many (in what seems like intentional) court, OTC Market and financial filing mistakes and delays made by Sharp which have hindered GVSI in every step. Then there was the epic failure at submitting the Form 10 and having to withdraw it which resulted in GVSI not being a registered SEC stock. A dismal fate for GVSI that still stands.

Sharp even said he's regrets getting involved with GVSI - primarily referring to the failure of not being able to get GVSI to become a registered SEC stock. What a glowing review...full of regret...and in retrospect he would never had done it. Seems like even Sharp thinks GVSI is a disaster.

https://twitter.com/GeorgeASharp/status/1622942829440913408?t=MCICXRmJvlFPeu4mNjLhDg&s=19

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=YyootGP2DECFQsDkE0F6DA&s=19

It was said (ad nauseam) that GVSI was going to get a multi-billion dollar reverse merger last year. It never did.

It was said (ad nauseam) that GVSI's price was going multi-dollars last year. It never did.

It was said that GVSI was going to .10+ on pink current with people scrambing to buy shares on that day. It never did and people actually scambled to dump shares which resulted in a massive GVSI sell off on pink current, contradicting what was said by many here...and GVSI's price has plummeted dramatically.

It was said (ad nauseam) that GVSI was going to be a registered SEC reporting stock last year. It never did get SEC registration and is still not an SEC registered stock. Sharp had to admit that even after having two accounting firms looking into the books and having discussions with the SEC, Sharp had to give up trying to get the financials audited and had to abandon getting GVSI SEC registered. GVSI still is not SEC registered.

SEC GVSI Administrative Proceeding File No. 3-19407 which is current, open and is restricting corporate actions such as reverse mergers.

All documents in the administrative proceeding concern and refer to Good Vibrations Shoes, Inc. (GVSI).

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

This is an open and current SEC investigation and administrative proceeding against GVSI with a restriction on corporate actions such as reverse mergers because the SEC is looking into GVSI's delinquent audited financial filings.

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

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

Sharp said he already tried getting GVSI audited with two accounting firms during an entire year and several discussions with the SEC but failed to do so.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=Ru684beacEHP7PJ2DPdJsA&s=19

So saying that Sharp "will fix the problem" or is "working on it" is false information. Sharp already tried and failed to get GVSI audited. There is nothing new to try.

So it seems GVSI will most likely get abandoned, suspended, revoked or back to expert market again soon.

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 and the SEC administrative proceeding is dismissed which seems highly unlikely

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

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.

Plus the share cancelation filed in court by George has a high probability of GVSI being mired in court for months and months 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.

Failed share cancelations

Four out of the eight defendants in Sharp's share cancelation lawsuit had the attempt at canceling their shares dismissed by Sharp.





This outcome is worse than having lawsuits. Sharp flat out LOST and had to drop his case for these four defendants and their shares were NOT CANCELLED! They obviously showed legal proof that they own the shares so Sharp had no choice but to drop the claim for these four defendants. Sharp didn't even respond. He LOST these four share cancelations outright.

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 statememt 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=PM6k45kE5QeD15NdFlQjcQ&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 a current and open SEC/FINRA administrative proceeding and restriction on GVSI corporate actions.

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 among other things):

https://twitter.com/GeorgeASharp/status/1048291978809565184?t=1Xw8qqwn6oFcwfwaJ13aow&s=19

https://twitter.com/GeorgeASharp/status/1159930847811608576?t=kd8ExOFleizU7wc_Uv_Tzw&s=19

https://twitter.com/GeorgeASharp/status/1323292563416084480?t=tqoxkTCYCQ3aFYijtuWzLg&s=19

Mind you that Sharp again said in the above tweet that he would NEVER reverse split one of his stocks 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 if Sharp ever gets the SEC restriction on corporate actions lifted which is highly unlikely, no matter what many Sharp supporters repeatedly say about Goerge Sharp never reverse splitting his stocks.

Watch for GVSI to be revoked, delisted, suspended, abandoned or placed back in expert market permanently where it belongs soon because it cannot produce what the SEC/FINRA is specifically demanding in its administrative proceeding and restriction on GVSI's corporate actions - AUDITED GVSI financials from 2008 through 2013 that Sharp has already said it cannot supply.

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=nO9n_6QOta3EVDuyvt5QkA&s=19

GVSI continues to be a disaster.

Sharp supporters only offer empty statements with no references, when references are supplied they are misdirection to unrelated, irrelevant information such as what GVSI has done at the Nevada state level, the Nevada share cancellation court case and what has been done at OTC Markets which is moot because the SEC/FINRA supersedes everything else (state and OTC Market actions) concerning GVSI - and the SEC has an administrative proceeding and restriction on GVSI's corporate actions such as a corporate name change, ticker symbol change and most important - a restriction on any merger. Nothing Sharp supporters post directly addresses these major and existential SEC/FINRA problems GVSI has with the SEC other than to give false information and misdirection.