0001391609-11-000416.txt : 20110823 0001391609-11-000416.hdr.sgml : 20110823 20110823105849 ACCESSION NUMBER: 0001391609-11-000416 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110817 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20110823 DATE AS OF CHANGE: 20110823 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Alto Group Holdings Inc. CENTRAL INDEX KEY: 0001430124 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53592 FILM NUMBER: 111051350 BUSINESS ADDRESS: STREET 1: 110 WALL STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 212-709-8036 MAIL ADDRESS: STREET 1: 110 WALL STREET STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 8-K 1 f8kalto.htm

___________________________________________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2011

ALTO GROUP HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-53592	27-0686507
(State of Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

700 West Hillsboro Blvd.
Building 3 Suite 207
Deerfield Beach, FL 33441

33441

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (954) 973-2133

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-k filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement commun ications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement

On August 17, 2011, Alto Group Holdings, Inc, (the "Company") converted into common stock a certain promissory note (the "Note") originally issued by the Company on December 1, 2010. Subject to the terms and conditions of the various conversion agreements entered into with the Note holder, the Company agreed to convert the Note into 20,000,000 shares of common stock of the Company.

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 above, on August 17, 2011, the Company issued 20,000,000 shares of common stock to Noteholders. The Noteholders are all “accredited investors” as defined under Rule 501 of Regulation D. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that these transactions were exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Alto Group Holdings, Inc.

Date: August 22, 2011	By:	/s/ Mark Klok
		Mark Klok Chief Executive Officer