Alto Group Holdings Inc fka ALTO

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Same Stuff..Different Day...More>DILUTION!

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 above, on July 14, 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.