MrMyers, in response to your question:
The Law: Section 13(d) of the 1934 securities act, and Reg.13D thereunder, require the beneficial owner of more than 5% of a class of equities (such as common stock) in a public company to file a Form 13D with the SEC with 10 days of crossing the 5% ownership threshold. And most convertible promissory notes (including the IGOR Note) limit the note holder's ability to be the beneficial owner, at any time, of more than 5% of the equity security subject to conversion under the note. If a convertible note holder (or anyone for that matter), becomes beneficial owner of more than 10% of a public company's equity securities, they must file an addition form with the SEC and they automatically become an "insider" of the company for securities regulation purposes. Folks who hold 10% or more of a public company's stock (1) can be made to forfeit to the company "short swing" profits from securities sales {presumed "insider" trading} and (2) are prohibited from engaging in short sales of the subject security.
The holder of the IGOR Note received over 6,000,000,000 shares of common stock in 2023 based on conversion of debt. As there were "only" 10,000,000,000 shares issued at the close of 2023, it means that 60% of the entire outstanding shares of GTCH common stock were issued to the IGOR Note holder in 2023. Yet the IGOR Note holder, from what I can see on SEC Edgar, never filed as a 10% owner of GTCH; in fact, he never filed as a 5% owner. Never.
One possibility is that the nominal IGOR Note holder, who I believe lives in a foreign country, is simply a scofflaw and securities cheat, and that GTCH management has no ability or desire to stop his potentially unlawful activities. Perhaps the IGOR Note holder is a "cut out," fronting for someone else. I'll never know--neither will you. More likely, the IGOR Note holder is just making money, and escapes reporting to the SEC (or violating the 5% ownership cap restriction in the IGOR Note) by serially converting debt at a rate that is under 5%, and then immediately dumping all new shares into the market, and then not coverting debt again until GTCH's loyal retail holders have snapped up all the new shares.
At least 3/4s of the share dilution that occurred in 2023 is a result debt conversion by the IGOR Note holder--and presumed dumping of these shares (since no 5% or 10% ownership forms were ever filed with the SEC).
Hope this answers your question.
