Replies to post #143797 on Good Vibrations Shoes Inc (GVSI)

[Hi_Lo]

The last time GVSI tried to do a name and ticker change it was denied by the SEC/FINRA because of missing audited financials from 2008 - 2013 and also 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 Sharp supporters think the SEC/FINRA will approve the change in corporate actions next time especially since the missing financials were never rectified which made FINRA issue its Notice of Deficiency to GVSI?

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.

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

[Hi_Lo]

"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."

For those wondering why $GVSI didn't file this sooner, counsel had quite a battle getting answers from FINRA and the SEC on how to end this unwinnable battle which was begun by previous management. We finally reached an agreement with the SEC.
https://t.co/KRN4h0hthw

— American Blockchain Corporation (@OTCpinkGVSI) June 4, 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

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.

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

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).

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

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.