Replies to post #133339 on Good Vibrations Shoes Inc (GVSI)

[Major Profits]

I actually agree with this:

So what open issues are there now with FINRA for GVSI?

ANSWER: THERE ARE NONE!!!

GL!!

GO TRIFECTA!! GO GEORGE!! GO BOSTON 2024!!

[Hi_Lo]

On 5/17/23 Sharp withdrew the application for review (the items above) submitted by prior management BECAUSE HE IS NOT DOING OR REQUESTING THESE ACTIONS.

What do you think Sharp needs to do for a reverse merger? A corporate action just like previous management tried for a corporate name change, ticker symbol change and reverse split (all corporate actions) but was denied by the SEC/FINRA.

Prior management is irrelevant when it comes to FINRA Rule 6490. The rule applieS to the company as a whole from its inception regardless of management or a change of control.

GVSI can't do a reverse merger since it's a corporate action and the SEC/FINRA put a restriction on GVSI's corporate actions BEFORE the administrative proceeding. The administrative proceeding was a GVSI appeal to lift the restriction on GVSI's corporate actions which was originally denied so Sharp withdrew it because it was "UNWINNABLE" according to Sharp's own tweet.

Sharp needs to get SEC/FINRA approval of the reverse merger which is a corporate action and the original restriction on corporate actions by the SEC/FINRA is still in place.

HOW FINRA RULE 6490 lMPACTS REVERSE MERGERS

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, GVSI is also not an SEC registered stock and reporting stock because it withdrew its SEC registration.

https://www.sec.gov/Archives/edgar/data/1068618/000149315221029704/formrw.htm

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;

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

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.

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The SEC placed the restriction on corporate actions on GVSI because of GVSI delinquency in not filing audited financials for the years 2008 - 2013. An order which still stands.

https://www.sec.gov/litigation/apdocuments/3-19407-event-1.pdf

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

Sharp has already stated that he was unable to get the 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

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

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

https://www.sec.gov/litigation/apdocuments/3-19407-event-2020-05-12-brief-in-support-of-application-for-review.pdf

The DOP made no finding that the documentation GVSI submitted was in any way deficient. See Certified Record Tab 18 FINRA Deficiency Notice dated June 25, 2019. Yet on June 25, 2019, DOP refused GVSI’s application by providing GVSI with a deficiency notice. (Id.) In refusing to grant GVSI’s application, DOP stated its denial was based on a finding that GVSI had not completed certain periodic filings prior to filing its Form 15 on July 10, 2013 (six years ago).

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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. https://t.co/xk3RKcKZ8d

— George Sharp - Advocate for truth in the OTC (@GeorgeASharp) February 7, 2023

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 get GVSI registered with the SEC.




Sharp supporters also falsely insinuate that all that is needed is for GVSI to withdraw the FINRA appeal to lift the SEC restriction on corporate actions but the truth is only the SEC has the authority to lift the restriction and they are asking for six years of audited financials. Sharp has already said he wasn't able to audit GVSI's financials. And Sharp has never addressed the SEC/FINRA restriction on agVSI's corporate actions or mentioned it in any tweet, disclosure or financial statement.