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marcis

09/07/23 8:19 AM

#145113 RE: HokieHead #145112

Hey question. Is GVSI SEC registered now at this moment?
I thought it was rescinded from the past officer’s.
I don’t recall seeing GVSI new re registration. I could be wrong but it wasn’t renewed there cannot be any type of open SEC case with a non registered entity.

But I could be wrong if you show that GVSI re-registered to good standing with the SEC
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Fai 2

09/07/23 9:05 AM

#145128 RE: HokieHead #145112

BasherS out in full force coordinated effort.

Time to buy more!

Go GVSI
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Hi_Lo

09/07/23 9:12 AM

#145131 RE: HokieHead #145112

Let's look at all the evidence as to why there are no mergers anticipated and that GVSI hasn't even started looking for a merger candidate to go with the fact that GVSI only applied for a name/ticker change corporate actions and did NOT apply with FINRA for a reverse merger corporate action.

First - the Sharp's merger discussion tweet itself:



$GVSI has no way to know how long this may take or even if an agreement will come to fruition.



Second - a similar tweet about WNFT was sent last year by Sharp that was complete BS and I called it so that day...



"$WNFT will proceed with a business plan over the next several weeks which will include an acquisition(s)." - complete BS just like the GVSI merger discussions tweet.

Third - there is a current SEC restriction on all of GVSI's corporate actions such as any type of merger because GVSI has not submitted audited financials from 2008 - 2013 which made GVSI SEC delinquent and restricted its corporate actions. There is also a FINRA Notice of Deficiency that was issued to GVSI:

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





Fourth - there is a FINRA Notice of Deficiency issued for GVSI.

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 by FINRA (and the decision was affirmed) on GVSI's deficiency/delinquency and a restriction on corporate actions for GVSI and it has not resolved the delinquency which it can't because Sharp can't audit GVSI's financials.

GVSI has to account for what the SEC and FINRA are demanding and Sharp can't provide - audited GVSI financial statements. The SEC delinquency determination (Notice of Deficiency) and the imposition of the SEC restriction on corporate actions was placed on August 16, 2019.

Fifth - and related to the SEC restriction on GVSI's corporate actions is the fact that GVSI is also in violation of FINRA Rule 6490.

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

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.

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.



Sixth - And now we have this from the latest quarterly report:

https://www.otcmarkets.com/otcapi/company/financial-report/378041/content



List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:

NONE



So there is no merger candidate. Something I have been saying for months. A candidate isn't even anticipated.

https://www.otcmarkets.com/otcapi/company/financial-report/378041/content



We have incurred nominal operations since custodianship and will actively search for suitable merger candidates to assist in the sustaining of operations.



"will actively search"...future tense.

It seems there's no merger candidate to speak of. The search hasn't even begun.

So it shows there doesn't seem to be a merger candidate. But then again, what serious company would merge into such a problem-plagued shell?

But the GVSI merger discussions will continue to be posted by pumpers even though the quarterly report specifically states there is no reverse merger candidate and that there is no reverse merger anticipated, plus the GVSI merger is not possible according to SEC documentation because of its FINRA Notice of Deficiency, GVSI's violation of FINRA Rule 6490 and the SEC restriction on corporate actions.
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Hi_Lo

09/07/23 10:19 AM

#145146 RE: HokieHead #145112

"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."





Recently GVSI withdrew its appeal of the SEC restriction on its corporate actions so the original restriction on GVSI's corporate actions such as a corporate name change, ticker symbol change and reverse merger in place because of GVSI's FINRA Notice of Deficiency, its six years of missing audited financials and its continued violation of FINRA Rule 6490.

GVSI is still SEC delinquent, not SEC registered, not SEC reporting, in violation of FINRA Rule 6490 and still has six years of missing audited financials from 2008 - 2013 **before** it filed its Form 15.

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

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





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.
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