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Replies to post #143468 on Good Vibrations Shoes Inc (GVSI)

Replies to #143468 on Good Vibrations Shoes Inc (GVSI)
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Hi_Lo

08/21/23 9:55 AM

#143472 RE: delerious1 #143468

lieing?



Learn to spell to try to at least sound a little more convincing.

I'm also not rehashing your bullshit from yesterday. Go back and check my posts that show that I quoted two corporate law firms that specialize in mergers correctly. And you yourself said that besides the SEC, FINRA was the other regulatory agency and I've linked to SEC documentation many times to show that FINRA has a current Notice of Deficiency issued for GVSI.

Take some English comprehension and spelling classes because you sure need them.

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



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-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



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

The Company’s many shareholders have essentially all lost their investment in the Company.
Bearish
Bearish
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Hi_Lo

08/21/23 11:01 AM

#143490 RE: delerious1 #143468

GVSI had previously applied to the SEC/FINRA for a change in corporate actions:

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.



As stated in the SEC document above, the SEC declined GVSI's corporate actions. GVSI then appealed the decision on the SEC/FINRA declined corporate actions:

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 SEC/FINRA affirmed declining the change in GVSI's corporate actions so GVSI withdrew the appeal on the restriction so the SEC/FINRA dismissed the case which means the restriction on corporate actions are still in place.



So Sharp is basically admitting that getting GVSI's corporate actions approved by the SEC/FINRA is "UNWINNABLE."

If the SEC/FINRA administrative proceeding was "UNWINNABLE" then whatever "agreement" that was reached was not in GVSI's favor.

There's a reason why Sharp isn't bragging (as he usually does) about the "agreement." The "agreement" most likely is detrimental to GVSI.

The SEC doesn't open an administrative proceeding because a company is in violation of FINRA Rule 6490, just like it doesn't open an administrative proceeding when a stock becomes delinquent like GVSI currently is. It simply won't approve any corporate actions such as a corpote name change, ticker symbol change or reverse merger. This is the reality GVSI currently finds itself in.

Nobody is denying that the SEC/FINRA administrative proceeding for GVSI's appeal of the restriction on its corporate actions was dismissed. But trying to spin the "agreement" as GVSI being able to do whatever it wants with the SEC/FINRA after withdrawing the appeal on the SEC restricting its corporate actions which is actually capitulating and losing the case is false information. GVSI's withdrawl of the appeal is basically saying that getting the SEC/FINRA to approve a change in its corporate actions such as a reverse merger was "UNWINNABLE."

Especially since GVSI is SEC delinquent, is not SEC registered, is not SEC reporting, has a FINRA Notice of Deficiency, is in violation of FINRA Rule 6490 and Sharp already said he ABANDONED getting GVSI audited which is an SEC requirement to get registered.





Notice I'm using verifiable links to SEC documents and Sharp's own tweets. Sharp supporters offer no links other than the SEC document showing that GVSI withdrew it's appeal which they falsely say that it means GVSI somehow won because the withdrawl of the appeal and dismissal means there are no further issues with the SEC/FINRA which is false information. The SEC/FINRA restriction on corporate actions such as a reverse merger is still in place and so is FINRA's Notice of Deficiency.
Bearish
Bearish
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Hi_Lo

08/21/23 11:03 AM

#143492 RE: delerious1 #143468

"UNWINNABLE" - Sharp's word not mine.

But I did say that for months.

And Sharp didn't say what the "agreement" was, and since the administrative proceeding was an "UNWINNABLE BATTLE" it definitely is not in GVSI's favor.

So Sharp seems to be admitting that getting GVSI's corporate actions approved by the SEC/FINRA is "UNWINNABLE."

There's a reason why Sharp isn't bragging (as he usually does) about the "agreement."





There is still a restriction on GVSI's corporate actions such as a corporate name change, ticker symbol change and a reverse merger.

GVSI is still SEC delinquent, not SEC registered, not SEC reporting and in violation of FINRA Rule 6490.

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

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

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.

(my note: this is exactly what has happened to GVSI as can be seen by the SEC/FINRA administrative proceeding: https://www.sec.gov/litigation/apdocuments/ap-3-19407.xml)

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.



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.



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).





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 appeal to the SEC/FINRA restriction on corporate actions to lift the SEC restriction and have the FINRA Notice of Deficiency disappear but the truth is only the SEC has the authority to lift the restriction and the Notice of Deficiency is on file with FINRA. Sharp has already said he wasn't able to audit GVSI's financials. And Sharp has never addressed the FINRA Notice of Deficiency and the SEC/FINRA restriction on GVSI's corporate actions or mentioned it in any tweet, disclosure or financial statement.
Bearish
Bearish
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Hi_Lo

08/21/23 11:04 AM

#143493 RE: delerious1 #143468

I will give Sharp credit, though, he definitely warned people about GVSI many times:















When Sharp mentions old management, the problems they created were obviously not fixed since he had to withdraw GVSI's Form 10 registration statement (which he never refiled). These problems that old GVSI management created has led to FINRA issuing GVSI with a Notice of Deficiency and GVSI not being an SEC registered stock.

SEC restrictions on corporate actions and FINRA's Notice of Deficiency means that GVSI won't be able to conduct a reverse merger, name change or symbol change among other actions.
Bearish
Bearish