Good Vibrations Shoes Inc (GVSI)

[Hi_Lo]

Let's look at all the evidence as to why the most recent quarterly report says there are no mergers anticipated and that GVSI hasn't even started looking for a merger candidate to go with the fact that GVSI only applied for a name/ticker change corporate actions and did NOT apply with FINRA for a reverse merger corporate action.

First - the Sharp's merger discussion tweet itself:

Now that $GVSI is current, we can move forward with discussions with our target merger candidate, whom we will not identify until/if there is an agreement. $GVSI has no way to know how long this may take or even if an agreement will come to fruition.

— American Blockchain Corporation (@OTCpinkGVSI) February 7, 2023

$GVSI has no way to know how long this may take or even if an agreement will come to fruition.

Second - a similar tweet about WNFT was sent last year by Sharp that was complete BS and I called it so that day...

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

"$WNFT will proceed with a business plan over the next several weeks which will include an acquisition(s)." - complete BS just like the GVSI merger discussions tweet.

Third - there is a current SEC restriction on all of GVSI's corporate actions such as any type of merger because GVSI has not submitted audited financials from 2008 - 2013 which made GVSI SEC delinquent and restricted its corporate actions. There is also a FINRA Notice of Deficiency that was issued to GVSI:

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

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

Fourth - there is a FINRA Notice of Deficiency issued for GVSI.

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 by FINRA (and the decision was affirmed) on GVSI's deficiency/delinquency and a restriction on corporate actions for GVSI and it has not resolved the delinquency which it can't because Sharp can't audit GVSI's financials.

GVSI has to account for what the SEC and FINRA are demanding and Sharp can't provide - audited GVSI financial statements. The SEC delinquency determination (Notice of Deficiency) and the imposition of the SEC restriction on corporate actions was placed on August 16, 2019.

Fifth - and related to the SEC restriction on GVSI's corporate actions is the fact that GVSI is also in violation of FINRA Rule 6490.

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

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-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.

Sixth - And now we have this from the latest quarterly report:

https://www.otcmarkets.com/otcapi/company/financial-report/378041/content

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

NONE

So there is no merger candidate. Something I have been saying for months. A candidate isn't even anticipated.

https://www.otcmarkets.com/otcapi/company/financial-report/378041/content

We have incurred nominal operations since custodianship and will actively search for suitable merger candidates to assist in the sustaining of operations.

"will actively search"...future tense.

It seems there's no merger candidate to speak of. The search hasn't even begun.

So it shows there doesn't seem to be a merger candidate. But then again, what serious company would merge into such a problem-plagued shell?

But the GVSI merger discussions will continue to be posted by pumpers even though the quarterly report specifically states there is no reverse merger candidate and that there is no reverse merger anticipated, plus the GVSI merger is not possible according to SEC documentation because of its FINRA Notice of Deficiency, GVSI's violation of FINRA Rule 6490 and the SEC restriction on corporate actions.