Replies to post #131077 on Good Vibrations Shoes Inc (GVSI)

[elks]

Awesome update Morning Gvsi.

[Hi_Lo]

GVSI - SEC INVESTIGATION AND ADMINISTRATIVE PROCEEDING File No. 3-19407 which is current and open restricting corporate actions such as a reverse merger

The SEC (Federal government) could care less about the Washoe County District court terminating Sharp's GVSI custodianship. It's a non-event as far as they are concerned (as well as many following GVSI). It's also old news that happened more than a month ago.

What the SEC does care about is GVSI not being SEC registered and reporting, being delinquent in its SEC audited filings from 2008 - 2013 and that the SEC has put a restriction on GVSI's corporate actions such as a reverse merger until it files these delinquent financials. Plus Sharp has already said he can't so he abandoned trying to audit GVSI's financials.

GVSI SEC/FINRA revocation coming soon.

The SEC/FINRA administrative proceeding is current and open as can be seen by the most recent SEC entry date of April 10, 2023, so it hasn't been "dealt with," it hasn't been "put to bed" it is not "being taken care of" and does exist no matter what Sharp supporters falsely claim.

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

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

George Sharp has had 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.

All documents in the administrative proceeding concern and refer specifically to Good Vibrations Shoes, Inc. (GVSI) which can be seen in the upper left side of each document.

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.

###

Keep in mind that there has already been a decision made FINRA (and the decision was affirmed) on GVSI's deficiency/delinquency and a restriction on corporate actions for GVSI was placed and the SEC just keeps extending the date to allow GVSI the opportunity to resolve the delinquencies which it has not.

And this list that keeps getting repeatedly posted is now irrelevant:

The Sharp/GVSI fallacies:
-Sharp abandoned GVSI
-The debt motion won’t pass
-Sharp won’t get OTCIQ access
-GVSI won’t get off the expert market
-Sharp sold his 20M shares
-GVSI won’t get pink current
-GVSI has 8 lawsuits/controversies
-GVSI isn’t SEC registered
-Sharp awesome at 1 ticker, fail everywhere else
-Fairytale Sharp 4th ticker the best

....because the SEC has put a restriction on all GVSI's corporate actions on a Federal government level. So anything that Sharp does at the state level (like almost everything on the list) or in OTC Markets is meaningless and irrelevant to the GVSI SEC adminstrative proceeding and restriction against GVSI's corporate actions because it is a Federal level government action. So the share cancellations are a ruse to distract from the SEC administrative proceeding and restriction.

GVSI will most likely be abandoned, revoked, suspended, delisted or put back in expert market permanently because Sharp keeps kicking the can down the road in the GVSI SEC administrative proceeding (eight times now and counting) since he seems to want to drag the case out as long as possible because there is no solution to supplying the SEC/FINRA with AUDITED financials to the SEC/FINRA which Sharp has already said he can't supply.

https://twitter.com/GeorgeASharp/status/1622942219853234176?t=Ocxwi_dR0E6Qamc7mt23kg&s=19

The plethora of partial name changes by previous management and its inept counsel didn't help $GVSI either and all that had to be unwound and mapped out.

Obviously it was not "unwound and mapped out" well enough to audit GVSI's financials and get GVSI registered with the SEC.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=nO9n_6QOta3EVDuyvt5QkA&s=19

This reference that is supplied by Sharp supporters which is often posted to explain why the administrative proceeding will be taken care of and dismissed is moot and simply another example of misdirection...



A version of this document is published every three months (8 times now) and actually proves that Sharp has had close to two years to address this huge problem but can't because he already stated that he can't do what the SEC is demanding - to supply audited GVSI financials. The extension dates just keep getting pushed out with the most current date of April 10, 2023. Sharp just keeps kicking the can down the road with eight missed extension dates (and counting) to drag this out as long as possible so as not to hurt his two other SEC registered viable shells (GVSI is not a viable shell) and his diminishing reputation 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, like saying there would be a WNFT "business plan over the next several weeks which will include an acquisition(s)." that never materialized last year when he said it would and saying he would not reverse split GRDO and did just that.

https://twitter.com/GeorgeASharp/status/1048291978809565184?t=UtTmAJIBAToxUb1yz-4oLw&s=19

https://twitter.com/GeorgeASharp/status/1159930847811608576?t=bXxf0M76byI4kDqumPDWjA&s=19

https://twitter.com/GeorgeASharp/status/1323292563416084480?t=PDyxkJ4vXT65ZReFJQHZRQ&s=19

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?

https://twitter.com/WorldwideNFTInc/status/1560454803364495361?t=lYSwhutuqkWVDs6N_z2NUA&s=19

https://twitter.com/GeorgeASharp/status/1545414821293817856?t=GtXg1PoQGDoz-tVK1unlTw&s=19

All false and blowing smoke.

This screen capture from the most recent UNAUDITED GVSI financial statement which has no government oversight since it is not filed with the SEC because GVSI is not an SEC registered or reporting stock so its accuracy and veracity is not verified by the SEC is also used to try to prove that the SEC administrative proceeding litigation doesn't exist which is ridiculous.



Stating "NONE" appears not to be true, especially since it is specifically asking which "agency," "proceeding," and "government authorities" are involved in legal proceeding.

There are administrative proceedings (litigation) by the SEC which is a Federal government agency.

Sharp might be playing semantics but he has never mentioned the SEC/FINRA administrative proceeding and restriction on corporate actions in any tweet, disclosure or financial statement where this is relevant information that shareholders should be aware of.

The SEC investigation, administrative proceeding and restriction on corporate actions against GVSI are current, open and are very real with the most recent entry date of April 10, 2023:

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

GVSI has to account for what the SEC and FINRA are demanding and Sharp can't provide - audited GVSI financial statements.

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.

Plus the screenshot with the orange highlight has a date of July 9, 2019 which is before the SEC delinquency determination and the imposition of the SEC restriction on corporate actions on August 16, 2019. Plus the most current entry date of the SEC case against GVSI is April 10, 2023.



Only the SEC has the authority to dismiss the administrative proceeding and lift the restriction and the SEC is asking for six years of audited financials from 2008 - 2013. The case cannot simply be dismissed by Sharp withdrawing the appeal of the name change as is falsely claimed by Sharp supporters. He does not have the authority to dismiss the SEC administrative proceeding. Sharp has already said he wasn't able to audit GVSI's financials and that is what is being specifically requested by FINRA. It's the equivalent of saying that a person can withdraw their taxes so they don't get audited which is ridiculous.

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

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

Sharp supporters use this document to try to disprove that there is a restriction on corporate actions:

[]https://investorshub.advfn.com/uimage/uploads/2023/4/16/mxeneScreenshot_20230416_002512_Chrome.jpg[/img]

...when in fact this document actually proves my point about the current SEC restriction on corporate actions. The SEC denied GVSI's corporate actions (change of corporate name, symbol request and reverse merger) because it did not comply with FINRA Rule 6490 - maintaing up to date audited financials from the company's inception.

A restriction on corporate actions that is still in place as can be seen by the most current entry date of April 10, 2023.

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

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

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 - the 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.

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.

###

The restriction on any corporate actions by the SEC for GVSI still stands and the restriction keeps getting updated as evident by the SEC extending the date of the documents. The last entry being April 10, 2023.



SEC restrictions apply to companies, not management. The change of control to Sharp is irrelevant. GVSI as a company is still SEC restricted. Simply dismissing the standing SEC ruling and restriction by saying it was from old management doesn't hold water because the administrative proceeding is current and open as can be seen by the case's continously updated dates.

And withdrawing the appeal for the name change, ticker symbol change and reverse stock split won't satisfy the SEC's specific request in the adminstrative proceedings of submitting audited financials from 2008 - 2013 which Sharp has already said he wasn't able to get audited.

Sharp has had close to two years to take care of the administrative proceeding yet he can't or won't. Sharp has NEVER mentioned the serious issue of the SEC administrative proceeding and restriction on corporate actions in ANY of his tweets, financial statements or disclosures.

Sharp has already stated that he tried to get GVSI financials audited by using two accounting firms and having several discussions with the SEC but failed getting GVSI's financials audited. That is why he decided to go through the lax OTC Markets' unaudited financials route via alternative reporting and Pink Current which does not satisfy the SEC/FINRA request for audited financials to dismiss the SEC administrative proceeding and restriction on corporate actions such as a merger.

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

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=Xyc0JpnSQtfI-yKTE27p1g&s=19

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.

Deniers of the SEC administrative proceeding and restriction on GVSI corporate actions attempt to misdirect by stating that Inca Hemp, Inc. is not Good Vibration Shoes, Inc. when Good Vibrations Shoes, Inc. is clearly on the upper right hand side of each SEC document.





https://twitter.com/GeorgeASharp/status/1622941929762615296?t=PmlRgAUuUUZPPJa62tElIg&s=19

Sharp supporters also use these screen captures to try to deny the SEC administrative proceeding even exists and/or that Sharp is addressing the problem:



This actually shows that Sharp is not addressing the SEC/FINRA demands of audited financials eight times now. The extension dates keep getting pushed out with the most current date of April 10, 2023. Sharp has kicked this can down the road by most likely blowing smoke to the SEC for close to two years now because he can't produce what the SEC is demanding - GVSI audited financials.



This screen capture from the most recent GVSI UNAUDITED financial statement that has not been filed with the SEC so its accuracy and veracity can't be verified by government oversight (the SEC). Stating "NONE" appears not to be true, especially since it is specifically asking which "agency," "proceeding," and "government authorities" are involved in legal proceeding.

There are administrative proceedings (litigation) by the SEC which is a Federal government agency:

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

Sharp might be playing semantics but he has never mentioned the SEC/FINRA administrative proceeding and restriction on corporate actions in any tweet, disclosure or financial statement where this is relevant information that shareholders should be aware of.

The SEC administrative proceeding and decision to restrict GVSI's corporate actions (although not specifically mentioned) 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:

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

Warning! This security is eligible for Unsolicited Quotes Only

This stock is not eligible for proprietary broker-dealer quotations. All quotes in this stock reflect unsolicited customer orders. Unsolicited-Only stocks have a higher risk of wider spreads, increased volatility, and price dislocations. Investors may have difficulty selling this stock. An initial review by a broker-dealer under SEC Rule15c2-11 is required for brokers to publish competing quotes and provide continuous market making.

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.

Sharp has not even started to address the issue. It seems as if Sharp is purposely avoiding addressing it since he most likely can't lift the restriction on corporate actions.

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 statement 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=NkYRGLkdeQABnKX37-bl8A&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 an current and open SEC administrative proceeding with a restriction on GVSI corporate actions.

There is also the fact that WNFT and SRNW both are SEC registered and reporting stocks without any SEC administrative proceedings or restrictions.

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.

GVSI is not SEC registered, is being investigated by the SEC and has a current and open SEC/FINRA administrative proceeding with a restricrion on its corporate actions that isn't being addressed by Sharp. Sharp ignoring the SEC/FINRA administrative proceeding has already made GVSI SEC delinquent in its financial reporting. Because of all this, look for GVSI to be revoked, delisted, suspended, abandoned or placed back in expert market again permanently where it belongs.

GVSI's bloated share structure of 7 billion AS and 2.4 billion OS makes it another prime candidate for a reverse split, if it ever manages to get 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. Look at GRDO as an example of Sharp reverse splitting one of his stocks even though he keeps falsely stating that he would never reverse split any stock he's involved in.

Sharp supporters also keep asking why would Sharp keep spending money and continue with court proceedings to cancel shares if the SEC administrative proceeding could result in GVSI's revocation? Sharp also spent money and pursued court motions to get GVSI SEC registered and reporting - but ultimately Sharp wasn't successful. Just because Sharp spends money, time and effort doesn't mean he will accomplish his aims. He's failed more times than being successful with failed custodianships or custodianship attempts with RETC, WRIT, MEIL, EVLI and losing four out of eight GVSI share cancellation attempts so far in his GVSI share cancellation court case.

All this along with the WNFT Calasse appeal that is taking way longer than anyone imagined (already one year and will take at least two years or possibly longer), has resulted in Sharp's reputation taking a severe hit lately.

Again if Sharp spends money, time and effort on a custodianship or legal proceeding doesn't mean he will be successful and the SEC administrative proceeding and restriction on corporate actions is a perfect example of this.



I don't know what's more sad - 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.

GVSI continues to be a disaster.

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 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 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.