Replies to post #146767 on Good Vibrations Shoes Inc (GVSI)

[MrNormall]

Updates coming.

When George applied for Corporate actions with WNFT, they asked him to Term. The Custodianship after a month and a week. He Tweeted that.

It's only been 2 months since GVSI applied for Corporate Actions Request with FINRA, no big concerns like WNFT Tweeted here. We good.

[Hi_Lo]

THE SLOW DESCENT TO .005 CONTINUES FOR GVSI

GVSI has gone sub-penny three times in the last few months just as I called it and there will be more decline in price to come.

No audited financials from 2008 - 2013 means no reverse merger for GVSI.

Look at all the problems GVSI currently has and all the unrealized speculation over the last two and a half years.

Many Sharp fans have already had a rude awakening from the overestimated speculation concerning pink current. Especially looking at GVSI's sell off after pink current.

There have been many (in what seems like intentional) court, OTC Market and financial filing mistakes and delays made by Sharp which have hindered GVSI in every step. Then there was the epic failure at submitting the Form 10 and having to withdraw it which resulted in GVSI not being a registered SEC stock. A dismal fate for GVSI that still stands.

Sharp even said he regrets getting involved with GVSI - primarily referring to the failure of not being able to get GVSI to become a registered SEC stock. What a glowing review...full of regret...and in retrospect he would never had done it. Seems like even Sharp thinks GVSI is a disaster.

https://twitter.com/GeorgeASharp/status/1622942829440913408?t=MCICXRmJvlFPeu4mNjLhDg&s=19

I had regretted taking over $GVSI. Had I known what I was in for, I would have never had done it. But even my most fervent doubters know that I don't just give up once I start. I spent a lot of my own money to get this done in order to justify the confidence of my supporters.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=YyootGP2DECFQsDkE0F6DA&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.

It was said (ad nauseam) that GVSI was going to get a multi-billion dollar reverse merger last year. It never did.

It was said (ad nauseam) that GVSI's price was going multi-dollars last year. It never did.

It was said that GVSI was going to .10+ on pink current with people scrambing to buy shares on that day. It never did and people actually scambled to dump shares which resulted in a massive GVSI sell off on pink current, contradicting what was said by many here...and GVSI's price has plummeted dramatically.

It was said (ad nauseam) that GVSI was going to be a registered SEC reporting stock last year. It never did get SEC registration and is still not an SEC registered stock. Sharp had to admit that even after having two accounting firms looking into the books and having discussions with the SEC, Sharp had to give up trying to get the financials audited and had to abandon getting GVSI SEC registered. GVSI still is not SEC registered.

There's a current SEC restriction on GVSI's corporate actions such as a reverse merger because GVSI has not filed audited financials from 2008 - 2013 and is in violation of FINRA Rule 6490..

The SEC is specifically asking for something Sharp has already said he can't provide - audited financials - specifically from 2008 through 2013.

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

Sharp said he already tried getting GVSI audited with two accounting firms during an entire year and several discussions with the SEC but failed to do so.

https://twitter.com/GeorgeASharp/status/1622941929762615296?t=Ru684beacEHP7PJ2DPdJsA&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.

Sharp already tried and failed to get GVSI audited. There is nothing new to try.

The SEC decision to restrict GVSI's corporate actions and GVSI's delinquency 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 on corporate actions is lifted which seems highly unlikely

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

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.

Failed share cancelations

Six out of the eight defendants in Sharp's share cancelation lawsuit had the attempt at canceling their shares dismissed by Sharp.





This outcome is worse than having lawsuits. Sharp flat out LOST and had to drop his case for six defendants and their shares were NOT CANCELLED! They obviously showed legal proof that they own the shares so Sharp had no choice but to drop the claim for these six defendants. Sharp didn't even respond. He LOST these five share cancelations outright.

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 (SEC registration) for GVSI doesn't exist. The GVSI registration statememt 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=PM6k45kE5QeD15NdFlQjcQ&s=19

During the SEC review it was discovered that the designation of a class of pref shares issued by $GVSI's previous management is missing. On the SEC's advice, management has decided to withdraw the Form 10 and refile in December so that corrections can be made with the Nevada SOS.

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 it has a FINRA Notice of Deficiency, 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 a current SEC/FINRA restriction on GVSI corporate actions.

And for those who say that George Sharp NEVER reverse splits his tickers, we have Sharp yet again NOT keeping his word (to go along with saying he would make GVSI an SEC registered stock among other things):

https://twitter.com/GeorgeASharp/status/1048291978809565184?t=1Xw8qqwn6oFcwfwaJ13aow&s=19

There will be no reverse split, dilution or toxic debt taken on so long as I am involved with $GRDO. Update filings will reflect a zero balance sheet. PRs are forthcoming.

https://twitter.com/GeorgeASharp/status/1159930847811608576?t=kd8ExOFleizU7wc_Uv_Tzw&s=19

I regret giving the impression that $GRDO would not r/s, but unfortunately, it was the only way to get things done. Why would the shareholders want as much as 800 million shares in dead certificates? The only purpose that serves is to make it more expensive to raise money.

https://twitter.com/GeorgeASharp/status/1323292563416084480?t=tqoxkTCYCQ3aFYijtuWzLg&s=19

I will never be involved with a company that wipes out the shareholders through a reverse split. $FORW $TSNP

Mind you that Sharp again said in the above tweet that he would NEVER reverse split one of his stocks AFTER he did just that for GRDO - is that being honest?

GVSI's bloated share structure makes it another prime candidate for a reverse split if Sharp ever gets the SEC restriction on corporate actions lifted which is highly unlikely, no matter what many Sharp supporters repeatedly say about Sharp never reverse splitting his stocks.

Sharp cannot produce what the SEC/FINRA is specifically demanding to lift the restriction on GVSI's corporate actions - AUDITED GVSI financials from 2008 through 2013. Sharp has already said he abandoned getting GVSI SEC registered and reporting so the restriction on corporate actions such as a reverse merger can't be lifted.

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=nO9n_6QOta3EVDuyvt5QkA&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.

GVSI continues to be a disaster.

Recently GVSI withdrew its appeal of the SEC restriction on its corporate actions so the original restriction remains in place because of GVSI's continued violation of FINRA Rule 6490.



And now we have this from the most recent GVSI 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

No merger to speak about - at all. Could GVSI's FINRA Rule 6490 violation and FINRA's Notice of Deficiency have something to do with this?

Plus no serious company would want to do a reverse merger with a company that is not SEC registered and reporting with six years of missing financials and a bloated share structure of 7 billion AS and 2.4 billion OS.

We have incurred nominal operations since custodianship and will actively search for suitable merger candidates to assist in the sustaining of operations. The Company is being funded solely by its CEO as of June 30, 2023, and has been since the custodianship was effective.

So not only is there no merger candidate, the search for one hasn't even started.

Again, I've been saying that there is no merger candidate to speak of for months, along with GVSI going sub-penny three times now and it will close sub-penny again soon.

Pumpers only offer empty statements with no references. They can't disprove that the SEC has a restriction on GVSI's corporate actions such as a corporate name change, ticker symbol change and most important - a restriction on any merger because there is a FINRA Notice of Deficiency for GVSI that has never been fiixed by Sharp. Nothing Sharp pumpers post directly addresses these major and existential SEC/FINRA problems GVSI has other than to give false information and misdirection.