8-K

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

July 14, 2014

Date of Report (Date of earliest event reported)

ALTIMO GROUP CORP.

(Exact name of registrant as specified in its charter)

Nevada	333-188401	99-0385424
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

531 Airport North Office Park Fort Wayne, Indiana	46825
(Address of principal executive offices)	(Zip Code)

(260) 490-9990

Registrant’s telephone number, including area code

Józefa Bema 6A, Bydgoszcz, 85-001, Poland

(Former name or former address, if changed since last report)

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

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Effective on July 15, 2014, the Board of Directors of Altimo Group Corp., a corporation organized under the laws of the State of Nevada (the "Company") authorized and approved the execution of that certain general release and waiver of debt agreement (the "Release Agreement") with Marek Tomaszekwsi, the Company's prior President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer (the "Creditor"), pursuant to which the Creditor agreed to waive and release the debt due and owing to it in the aggregate amount of $5,100.00 (the "Released Debt"). In accordance with the terms and provisions of the Release Agreement, the Creditor agreed to release, acquit, covenant not to sue and specifically release and waive any claims or rights it may have under common law and statutory law relating to the Released Debt.

SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On July 14, 2014, there was a change in control of the Company.

In accordance with the terms and provisions of that certain stock purchase agreement dated May 5, 2014 (the ("Stock Purchase Agreement") by and among Marek Tomaszewski, the seller of an aggregate of 8,000,000 shares of common stock of the Company (the "Control Block Seller"), and Success Holding Group Corp. USA, a Nevada corporation (the "Control Block Purchaser"), the Control Block Purchaser purchased from the Control Block Shareholders all of the 8,000,000 shares of common stock held of record.

Therefore, in accordance with the terms and provisions of the Stock Purchase Agreement, the Company accepted the resignations of its sole officer and director, Marel Tomaszewski as President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, effective July 14, 2014. Simultaneously, the Board of Directors appointed the following individuals: (i) Steve Chen as a member of the Board of Directors and the Chief Executive Officer; and (ii) Brian Kistler as a member of the Board of Directors and the President, Secretary and Treasurer/Chief Financial Officer.

Steve Chen Biography. During the past twenty years, Mr. Chen has been involved with a number of merger and acquisition activities involving both publicly traded and private companies. Several of the acquisitions involved the integration of chain stores and brand names, fiber optics, alternative energy technology, the Internet and logistics. Mr. Chen is also a renowned inspirational marketing speaker and a top-selling author of numerous self motivation books and multi-media courses. Mr. Chen is current the chairman of Success Holding Group Inc. (Cayman Islands) and the chairman of Success Prime Corp. (Taiwan). Mr. Chen was born in Taiwan and studied at Pepperdine University. He currently resides in both Taiwan and China.

Brian Kistler Biography. Mr. Kistler has extensive work history of over twenty five years in the financial services industry. He began working at the securities firm Edward Jones in 1987. Mr. Kistler then joined Linsco/Private Ledger in 1992, an independent broker/dealer firm, where he worked as an independent contractor. In 1994 he was recruited by broker/dealer Hilliard Lyons to develop the northeast area of Indiana. In 1999 Mr. Kistler joined Raymond James & Associates to manage their recently acquired Fort Wayne, Indiana office. Subsequently, he became the manager of nine (9) Raymond James offices in northern Indiana. During his time as manager, the revenues and assets under management grew substantially as a direct result of Mr. Kistler's ability to recruit, retain and train high quality financial advisers. Mr. Kistler left Raymond James in December 2005 to focus on the development of the Freedom Energy Holdings. Mr. Kistler is the founder of the Freedom Energy Holdings and serves as president and as its chief executive officer. Mr. Kistler serves as consultant to many public companies, assisting with the preparation and compliance of regulatory filings and corporate governance.

2

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Beneficial Ownership Chart

The following table sets forth certain information, as of the date of this Current Report, with respect to the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Corporation’s executive officers and directors; and (iii) the Corporation’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to such shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Current Report, there are 9,400,000 shares of common stock issued and outstanding.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(1)		Percentage of Beneficial Ownership
Directors and Officers:
Steve Chen 531 Airport North Office Park Fort Wayne, Indiana 46825		-0-		0	%
Brian Kistler 531 Airport North Office Park Fort Wayne, Indiana 46825		-0-		0	%
All executive officers and directors as a group (2persons		-0-		0	%
Beneficial Shareholders Greater than 10%
Success Holding Group Corp. USA Address		8,000,000		85.2	%

* Less than one percent.

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Current Report. As of the date of this Current Report, there are 9,400,000 shares issued and outstanding.

3

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro forma Financial Information.

Not applicable.

(c) Shell Company Transaction.

Not applicable.

(d) Exhibits.

10.1 General Release and Waiver of Debt dated July 15, 2014 by and between Marek Tomaszewski and Altimo Group Corp.

4

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.

	ALTIMO GROUP CORP.
Date: August 21, 2014	By:	/s/ Brian Kistler
		Brian Kistler
		President

5

EX-10.1

EXHIBIT 10.1

GENERAL RELEASE AND WAIVER OF DEBT

This General Release and Waiver of Debt (hereinafter referred to as the "Agreement") is made this 15th day of July, 2014 by and between Marek Tomaszewski (hereinafter, the "Claimant") and Altimo Group Corp., a Nevada corporation (the “Company”).

RECITALS:

WHEREAS the Company owes the Claimant an aggregate of $5,100.00 (the "Debt"), which Debt is evidenced on the Company's audited financial statement together with its Annual Report on Form 10-K for fiscal year ended March 31, 2014 filed with the Securities and Exchange Commission on July 1, 2014;

WHEREAS the Claimant was the sole director and President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer of the Company and in such capacity advanced monies for working capital purposes to the Company as evidenced by the Debt; and

WHEREAS the Claimant entered into that certain stock purchase agreement dated May 5, 2014 (the "Stock Purchase Agreement") as seller of 8,000,000 shares of restricted common stock of the Company (the "Control Block Seller"), and Success Holding Group Corp. USA, purchaser of the 8,000,000 shares of restricted common stock (the "Purchaser"),

AND WHEREAS in further accordance with the terms and provisions of the Stock Purchase Agreement, Claimant acknowledges that the Company should have no debt or liabilities evidenced on its financial statements and therefore is willing to provide to the Company a full waiver and release of the Debt (the "Waiver and Release"); and

WHEREAS the parties to this Agreement have agreed to the Waiver and Release subject to the terms and conditions set forth below.

NOW THEREFORE THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and agree each with the other as follows:

1. In consideration of this Agreement, Claimant individually and on behalf of his successors, heirs and assigns, forever releases, remises, waives, acquits, covenants not to sue or file any complaints with any court of competent jurisdiction or with any regulatory office, and specifically releases and waives any claims or rights it may have under common law and statutory law, common law fraud or deceit, and discharges the Company, together with any firms, successors, predecessors, assigns, directors, officers, shareholders, supervisors, employees, attorneys, agents and representatives from any and all actions, causes of action, claims, demands, losses, damages, costs, attorneys' fees, causes in action, indebtedness and liabilities, known or unknown, which he may now have resulting or arising from the Debt, or any other matter, occurrence or event whatsoever from the beginning of time to the date of this Agreement.

1

2. As a result of Claimant's decision to provide to the Company the Waiver and Release, Claimant acknowledges that it is foregoing the possibility of any future accrual of interest or repayment of interest and principal by any other terms, and that the consideration for the Waiver and Release agreed upon with the Company is in its view fair and reasonable.

3. Claimant and the Company specifically agree that neither party shall divulge, disclose, publicize or in any manner make reference to this Agreement and the circumstances and events leading up to this Agreement other than as required under the disclosure laws relating to reporting companies under the Securities Exchange Act of 1934. This Agreement and the circumstances and events leading up to this Agreement shall be held in the strictest confidence between the parties and disclosure of any portion of this Agreement by the parties, other than to their legal counsel, accountants, tax advisors or as required by law or as agreed in writing by both parties, shall operate as a breach of this Agreement. It is the intent of the parties to this Agreement to respect each other's right to privacy and each party agrees to act in good faith to avoid having the terms of this Agreement and the circumstances and events leading up to this Agreement becoming public.

4. This Agreement shall be interpreted pursuant to Nevada law. If any provision in this Agreement shall be declared unenforceable by any administrative agency or court of law, the remainder of the Agreement shall remain in full force and effect and shall be binding upon the parties hereto as if the invalidated provisions were not part of this Agreement. Each party has cooperated in the drafting and preparation of this Agreement. As a result, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.

5. Each covenant, agreement and provision of this Agreement shall be construed to be a separate covenant, agreement and provision. If any covenant, agreement or provision of this Agreement is breached, the remainder of this Agreement shall not be effected thereby. No waiver of any breach of any term or provision of this Agreement shall be considered to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

2

APPROVED AND ACCEPTED this 15 day of July, 2014.

	ALTIMO GROUP CORP.
Date: July 15, 2014	By:	/s/ Brian Kistler
		Brian Kistler, President

Date: July 16, 2014	By:
		Marek Tomaszewski

3