Good Vibrations Shoes Inc (GVSI)

[Hi_Lo]

Here are verifiable links from SEC and FINRA documentation, law firm articles, GVSI's most recent quarterly report and Sharp's own tweets showing the existential problems GVSI has. Pumpers can only try to attack these facts that show the dismal state GVSI finds itself in yet they have no verifiable documentation. They can only post personal attacks and question why people are posting here.

They cling to a pump and dump (TSNP/HMBL) that has NOTHING to do GVSI and can NEVER answer questions like why the SEC/FINRA hasn't approved GVSI's corporate actions after several months when it usually takes 3 to 4 weeks (SRNW and WNFT had their corporate actions approved quickly) and why FINRA Rule 6490 which GVSI is in violation of doesn't apply to GVSI, much less addressing the FINRA Notice of Deficiency issued to GVSI because of the missing audited financials from 2008 - 2013.

The last time GVSI tried to do name and ticker change corporate actions it was denied by the SEC/FINRA because of missing audited financials from 2008 - 2013 and also because it is in violation of FINRA Rule 6490.

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://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.

GVSI failed to file ANY financials (especially audited financials that the SEC/FINRA are demanding) from 2008 - 2013. And that was **BEFORE** GVSI filed its Form 15 (relieving it of its filing responsibilities), so GVSI is still on the hook for those missing financial stamements and Sharp already said he ABANDONED getting GVSI audited and SEC registered and reporting.

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 prior to filing a Form 15

What makes pumpers think the SEC/FINRA will approve the change in corporate actions now especially since the missing financials were never rectified which made FINRA issue its Notice of Deficiency to GVSI?

Also GVSI isn't SEC registered and reporting because it withdrew its SEC registration statement because it can't rectify the six years of missing audited financial statements from 2008 - 2013 and Sharp never refiled it the way he said he would.

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

Nothing has changed since the SEC/FINRA issued GVSI's Notice of Deficieny and restricted GVSI's corporate actions. Sharp has done absolutely nothing to address the missing financials (which are still missing) which seems to be an existential problem with the SEC/FINRA.

And Sharp already said he abandoned getting GVSI audited, and registered and reporting with the SEC.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=wINjYW4rUgnMD8tH_FZH7w&s=19

https://twitter.com/OTCpinkGVSI/status/1542485294464860160?t=9LoZQ05tmmcGSI5qMt1ZHg&s=19


And now we have this from the most recent GVSI 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

No merger to speak about - at all. Could GVSI's FINRA Rule 6490 violation and FINRA's Notice of Deficiency have something to do with this?

Plus no serious company would want to do a reverse merger with a company that is not SEC registered and reporting with six years of missing audited financials and a bloated share structure of 7 billion AS and 2.1 billion OS.

We have incurred nominal operations since custodianship and will actively search for suitable merger candidates to assist in the sustaining of operations. The Company is being funded solely by its CEO as of June 30, 2023, and has been since the custodianship was effective.

So not only is there no merger candidate, the search for one hasn't even started, no matter what Sharp says on his personal X account. Those posts aren't legally binding.

Again, I've been saying that there is no merger candidate to speak of for months, along with GVSI going sub-penny four times now and it will eventually hit .005 soon and continue to fall after that.

Anybody involved or thinking about getting involved with GVSI should read about FINRA Rule 6490 CAREFULLY.

Not only is GVSI SEC delinquent in its reporting and in violation of FINRA Rule 6490, it was also issued a FINRA Notice of Deficiency. GVSI is also not SEC registered and non SEC reporting because it withdrew its SEC registration because of the missing audited financials from 2008 - 2013.

HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS

https://www.hg.org/legal-articles/how-finra-rule-6490-lmpacts-reverse-mergers-30567

FINRA Rule 6490, has evolved since it was enacted over two years ago. For some time, FINRA has required that issuers provide expansive disclosures and supporting documentation not only for the corporate change subject to the notice but for the company’s entire corporate history from inception.

These disclosures are required of both SEC reporting and non-reporting issuers if they undertake corporate actions including reverse mergers. Compliance with Rule 6490's requirements is a minor task for companies going public by filing a registration statement with the SEC. Companies filing registration statements rarely have difficulties obtaining DTC eligibility unlike reverse merger issuers.

(My note: GVSI withdrew its registration statement and never refiled it: https://www.sec.gov/Archives/edgar/data/1068618/000149315221029704/formrw.htm)

The public filings of companies who register with the SEC contain most of the supporting documentation required by Rule 6490.

It is no surprise that compliance with the requirements of Rule 6490 is less burdensome for companies going public using a registration statement because these companies have fewer corporate changes in their company history than companies engaging in reverse mergers. This is especially true for reverse merger issuers who undergo multiple changes of control and periods of inactivity.

The Problem with Reverse Mergers & Disclosure under Rule 6490

For companies that engage in reverse mergers as part of their going public transaction, compliance with Rule 6490's requirements can be impossible particularly when custodianship or receivership actions have been used by shell brokers to create public shells after years of inactivity. These companies may have multiple corporate actions related to prior changes of control and often have sketchy corporate histories. Some have even been hijacked through custodianship or receivership actions. In these circumstances, documents may be unavailable or if provided to FINRA, it could potentially result in FINRA referring the matter to the SEC’s Division of Enforcement.

These companies are almost always plagued with incomplete or fraudulent corporate records which make it extremely difficult for the post-reverse merger company to comply with FINRA Rule 6490. As a result, these companies may never get FINRA approval of the contemplated corporate action.

Rule 6490 Disclosures

Issuers must provide a cover letter disclosing the full corporate history for the issuer itemizing all material facts including every corporate change that has occurred from inception to present day.

Triggers for Review under FINRA RULE 6490

A FINRA review will be triggered if any of the five factors set forth in Rule 6490 are thought to be present:

• FINRA believes the forms are incomplete, inaccurate or filed without the appropriate corporate authority;

• The issuer is not current in its reporting obligations with the Securities and Exchange Commission;

https://bradshawlawgroup.com/reverse-mergers-a-basic-primer/

Conducting effective due diligence on the shell company is essential, as merging with a “dirty” shell (i.e., a shell whose management failed to follow proper SEC reporting procedures) could prove fatal for the private company.[13] In searching for “clean” shells, private companies should consider the shell’s number of stockholders, reporting record, and how and where it is listed.[14]

No audited financials means no reverse merger for GVSI and Sharp already said he abandoned getting GVSI audited, SEC registered and reporting and there are SIX YEARS of missing GVSI financial reports.

Something has gone terribly wrong.