___________________________________________
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): July 19, 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.) |
|
245 Park Avenue, Ste 2431 New York, NY |
10167 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 803-8187
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 communications 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 July 19, 2011, Alto Group Holdings, Inc, (the "Company") converted into common stock a certain promissory note (the "Note") originally issued by the Company on July 12, 2011. 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 an aggregate of 20,000,000 shares of common stock of the Company.
On July 21, 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 an aggregate of 20,000,000 shares of common stock of the Company.
On July 26, 2011, Alto Group Holdings, Inc. (the "Company") converted into common stock a certain promissory note (the "Note") originally issued by the Company on July 7, 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 an aggregate of 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 July 19, 2011 and on July 21, 2011, the Company issued an aggregate of 60,000,000 shares of common stock to various 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: July 26, 2011 | By: | /s/ Mark .D. Klok |
| Mark Klok Chief Executive Officer | ||