Good Vibrations Shoes Inc (GVSI)

[Hi_Lo]

If the pumpers here are falsely saying that GVSI only needs its most recent two years of audited financials to get SEC current, then why did Sharp say that FINRA "is concerned with acts by previous management, particularly, missing financials from that period?"

$GVSI has finally received comments from FINRA who is concerned with acts by previous management, particularly, missing financials from that period. Management continues to cooperate with FINRA at its own expense in order to achieve the name & symbol changes.

— American Blockchain Corporation (@OTCpinkGVSI) November 28, 2023

$GVSI has finally received comments from FINRA who is concerned with acts by previous management, particularly, missing financials from that period. Management continues to cooperate with FINRA at its own expense in order to achieve the name & symbol changes.

11:50 AM · Nov 28, 2023 · 51.7K Views

FINRA is not so much "concerned" (those are Sharp's words) as it is signaling that GVSI won't be able to get SEC registered and current because of those missing financials. And Sharp already said he abandoned getting GVSI's financials audited.

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

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.

Our attorneys & auditors have concluded that it is impossible to audit $GVSI due to past corporate mismanagement of records/actions. Therefore, we are abandoning efforts to become an SEC reporter & are preparing an application for OTCIQ access to be filed with OTCM within 60 days

— American Blockchain Corporation (@OTCpinkGVSI) June 30, 2022

Our attorneys & auditors have concluded that it is impossible to audit $GVSI due to past corporate mismanagement of records/actions. Therefore, we are abandoning efforts to become an SEC reporter & are preparing an application for OTCIQ access to be filed with OTCM within 60 days.

$GVSI Name Change - The Issue, the Solution, and the Good News pic.twitter.com/fllFyJiI67

— American Blockchain Corporation (@OTCpinkGVSI) December 28, 2023

Here, the filing of the Form 15 did not absolve GVSI of it's delinquency. Nor does making the company Pink Current, as was accomplished during 2023. While the company is in good standing with OTC Markets, in the eyes of the SEC and FINRA, GVSI remains a delinquent reporter. FINRA will not process any corporate action such as a name change, symbol change or reverse (or forward) split while an issuer is deemed delinquent in its reporting requirements.

- George Sharp
December 28, 2023

Sharp fails to mention that it also won't be able to do a reverse merger since that is also a corporate action.

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

HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS

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;

• Persons involved in or related to the corporate action are the subject of pending or settled regulatory action or are under investigation by a regulatory body or are the subject of a pending criminal action related to fraud or securities law violations;

• Persons related to the corporate action are likely involved in fraudulent activities involving securities or may pose a threat to investors;

• There is significant uncertainty in the settlement and clearance process for the issuer’s securities.

Any company contemplating going public using a reverse merger must consider the potential impact Rule 6490 could have on its future corporate actions. Rule 6490 provides one more compelling reason why private companies seeking to go public should do so using a registration statement instead of a reverse merger.

If the pumpers here are falsely saying that GVSI only needs its most recent two years of audited financials to get SEC current, then why did Sharp say that FINRA "is concerned with acts by previous management, particularly, missing financials from that period?"

FINRA is not so much "concerned" (those are Sharp's words) as it is signaling that GVSI won't be able to get SEC registered and current because of those missing financials. And Sharp already said he abandoned getting GVSI's financials audited.

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.

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

Our attorneys & auditors have concluded that it is impossible to audit $GVSI due to past corporate mismanagement of records/actions. Therefore, we are abandoning efforts to become an SEC reporter & are preparing an application for OTCIQ access to be filed with OTCM within 60 days

— American Blockchain Corporation (@OTCpinkGVSI) June 30, 2022

No wonder Sharp dumped all his common shares and then lied about it.

The 20 mil shares of $GVSI that was listed with my holdings in today's revised filing, were previously stated in SEC filings, but were overlooked in the original OTCM disclosure. These shares were purchased out of the market prior to my custodianship app. & gave me standing.

— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) February 21, 2023

The 20 mil shares of $GVSI that was listed with my holdings in today's revised filing, were previously stated in SEC filings, but were overlooked in the original OTCM disclosure. These shares were purchased out of the market prior to my custodianship app. & gave me standing.

9:59 AM · Feb 21, 2023 35.3K Views

For those asking, I was never issued the 20 million $GVSI shares in question, which is why they do not appear on subsequent filings. Contrary to what those who like to "pay me back" would like you to believe, I did not sell those shares.

— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) February 6, 2024

For those asking, I was never issued the 20 million $GVSI shares in question, which is why they do not appear on subsequent filings. Contrary to what those who like to "pay me back" would like you to believe, I did not sell those shares.

https://www.otcmarkets.com/otcapi/company/financial-report/359659/content



https://www.otcmarkets.com/otcapi/company/financial-report/391857/content



GVSI is a dead stock walking.